WEED, INC. - FORM S-1/A - February 1, 2018

Attached files

file	filename
EX-23.1 - CONSENT OF M&K CPAS, PLLC. - WEED, INC.	exhibit_23-1.htm
EX-10.15 - WAGE SETTLEMENT AND RELEASE AGREEMENT WITH RYAN BREEN DATED FEBRUARY 1, 2018 - WEED, INC.	exhibit_10-15.htm
EX-10.14 - FORM OF WEED, INC. NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTIONS - WEED, INC.	exhibit_10-14.htm
EX-10.13 - FORM OF WEED, INC. RESTRICTED STOCK AGREEMENT - WEED, INC.	exhibit_10-13.htm
EX-10.12 - AMENDED & RESTATED EMPLOYMENT AGREEMENT WITH NICOLE M. BREEN DATED FEBRUARY 1, 2 - WEED, INC.	exhibit_10-12.htm
EX-10.11 - AMENDED & RESTATED EMPLOYMENT AGREEMENT WITH GLENN E. MARTIN DATED FEBRUARY 1, 2 - WEED, INC.	exhibit_10-11.htm
EX-10.10 - AMENDMENT NO. 1 TO PROMISSORY NOTE BY AND BETWEEN WEED, INC. AND A.R. MILLER DAT - WEED, INC.	exhibit_10-10.htm

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

Registration No. 333-219922

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WEED, Inc.

(Exact name of registrant as specified in its charter)

Nevada	8731	83-0452269
(State or other jurisdiction of incorporation or organization	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

4920 N. Post Trail Tucson, AZ 85750	(520) 818-8582
(Address, including zip code, of registrant’s principal executive offices)	(Telephone number, including area code)

Glenn E. Martin, President

WEED, Inc.

4920 N. Post Trail

Tucson, AZ 85750

(520) 818-8582 (Name, address, including zip code, and telephone

number, including area code, of agent for service)

COPIES TO:

Craig V. Butler, Esq.

Law Offices of Craig V. Butler

300 Spectrum Center Drive, Suite 300

Irvine, CA 92618

(949) 484-5667

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑
(Do not check if a smaller reporting company)
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (1)	Amount of registration fee
Common Stock, $0.001 par value	8,982,015	$1.00	$8,982,015	$1,118.27
Total Registration Fee				$1,118.27

(1)

The Registrant is registering for resale by the selling stockholders identified in the prospectus contained herein 8,982,015 shares of common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock registered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. Pursuant to Rule 416 of the Securities Act, as amended, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend paid with respect to, the registered securities.

(2)

Estimated solely for purposes of calculating the registration fee under Rule 457 under the Securities Act, as amended. Our common stock is not traded on any national exchange. The price of $1.00 per share is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB, or the OTCQX or OTCQB tiers of OTC Markets, at which time the shares may be sold at prevailing market prices or privately negotiated prices. The price of $1.00 per share was based on a per share price we sold our common stock to a private investor in a material transaction prior to the date we originally filed this registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SHARES OF THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.		8,982,015 SHARES WEED, INC.
________________

TABLE OF CONTENTS

	Page

Prospectus Summary	2	----------------------- PROSPECTUS ----------------------- _____________, 2018
Corporate Information	2
Risk Factors	4
Use of Proceeds	8
Selling Security Holders	9
Plan of Distribution	13
Description of Securities	15
Interests of Experts and Counsel	15
Description of Business	16
Description of Property	23
Legal Proceedings	23
Index to Financial Statements	25
Management’s Discussion and Analysis or Plan of Operation	26
Changes in Accountants	36
Directors, Executive Officers	37
Executive Compensation	38
Security Ownership	40
Certain Transactions	41
Available Information	44
Experts	44

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

iii

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated February 1, 2018

PROSPECTUS

8,982,015 shares of common stock

WEED, INC.

This prospectus relates to the resale of Common Shares which were issued by WEED, Inc., a Nevada corporation (“we” or the “Company”) in previous private placement transactions by the selling security holders named herein under “Selling Shareholders.” We will not receive any proceeds from the resale of these Common Shares.

The Selling Shareholders may offer all or part of the shares for resale from time to time through public or private transactions, at $1.00 per share, which is the fixed price at which the Selling Shareholders may sell their shares until our common stock is quoted on the OTCBB, or the OTCQX or OTCQB tiers of OTC Markets, at which time the shares may be sold at prevailing market prices or privately negotiated prices. The Company is paying for all registration, listing and qualification fees, printing fees and legal fees.

Our Common Shares are quoted on OTC Market’s “OTC Pink” tier under the ticker symbol “BUDZ.” We are applying to have our common stock quoted on the OTCQB-tier of OTC Markets.

Investing in the common stock involves risks. WEED, Inc., currently has limited operations, limited income, and limited assets, is in unsound financial condition, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February ___, 2018

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to WEED, Inc., a Nevada corporation.

WEED, INC.

We are an early stage holding company currently focused on the development and application of cannabis-derived compounds for the treatment of human disease. Our wholly-owned subsidiary, Sangre AT, LLC (“Sangre”), has begun a planned five-year Cannabis Genomic Study to complete a genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. By targeting cannabis-derived molecules that stimulate the endocannabinoid system, Sangre’s research team plans to develop scientifically-valid and evidence-based cannabis strains for the production of disease-specific medicines. The goal of the research is to identify, collect, patent, and archive a collection of highly-active medicinal strains. We plan to conduct this study only in states where cannabis has been legalized for medicinal purposes.

Using annotated genomic data and newly generated phenotypic data, Sangre plans to identify and isolate regions of the plant genome which are related to growth, synthesis of desired molecules, and drought and pest resistance. This complex data set would then be utilized in a breeding program to generate and establish new hybrid cultivars which exemplify the traits that are desired by the medical and patient community. This breeding program would produce new seed stocks and clones, which we plan on patenting. If successful this intellectual property should generate immense value for the Company. After developing a comprehensive understanding of the annotated genome of a variety of cannabis strains, and obtaining intellectual property protection over the most promising strains, we plan to move forward either independently or with strategic partners to develop medicinal products for the treatment of a multitude of human diseases.

Currently, we do not have the money or funding to achieve the above goals and we will not be able to achieve our goals unless we are successful in obtaining additional funding, likely through sales of our securities, all which may serve to dilute the ownership position of our current and future shareholders.

Corporate Information

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

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

These changes were effected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus, which in the short-term is to conduct Sangre’s Cannabis Genomic Study over the next 5 years, process those results, and in the long-term to be an international cannabis research and product development company, with a globally-recognized brand focusing on building and purchasing labs, land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to universities, state governments, licensed dispensary owners and worldwide organic grow operators on a contract basis, with a concentration on the legal and medical Cannabis sector. Our long-term plan is to become a True “Seed-to-Sale” global holding company providing infrastructure, financial solutions, product development and real estate options in this new emerging market. Our long term plans may also include acquisitions of synergistic businesses, such as distilleries to make infused beverages and/or super oxygenated water with CBD and THC. We have also formed WEED Australia Ltd., registered as an unlisted public company in Australia, to address future global demand, however the entity has been dormant since its inception.

Our corporate offices are located at 4920 N. Post Trail, Tucson, AZ 85750, telephone number (520) 818-8582.

SUMMARY OF THE OFFERING

Common Shares offered by Selling Shareholders		8,982,015 Common Shares.

Common Shares outstanding before the offering		99,991,020 Common Shares as of the date hereof.

Common Shares outstanding after the offering		99,991,020 Common Shares.

Use of proceeds		We will not receive any proceeds from the sale of shares by the Selling Shareholders.

OTC Markets Trading Symbol		BUDZ

Risk Factors		The Common Shares offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

RISK FACTORS

We have a limited operating history and historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties or successfully complete our studies and/or implement our existing and new products. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future. We were incorporated in the State of Arizona on August 20, 1999. From 2005 until 2015, we were an exploration stage mineral exploration company that owned a number of unpatented mining claims and Arizona State Land Department claims. On November 26, 2014, our Board of Directors approved the redomestication of our company from Arizona to Nevada and we shifted our business focus to a company concentrating on the development and application of cannabis-derived compounds for the treatment of human disease. Although our subsidiary, Sangre, has begun its planned five-year Cannabis Genomic Study to complete a global genomic classification of the Cannabis plant genus the completion of the study is likely years away. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business, conducting research, and developing new products. These include, but are not limited to, inadequate funding, unforeseen research issues, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We may not be able to meet our future capital needs.

To date, we have not generated any revenue and we have limited cash liquidity and capital resources. Our future capital requirements will depend on many factors, including the progress and results of our Cannabis Genomic Study, our ability to develop products, cash flow from operations, and competing market developments. We anticipate the Cannabis Genomic Study will cost approximately $15,000,000 to complete. We will need additional capital in the near future. Any equity financings will result in dilution to our then-existing stockholders. Although we currently do not have any debt financing, any sources of debt financing in the future may result in a high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.

If we cannot obtain additional funding, our research and development efforts may be reduced or discontinued and we may not be able to continue operations.

We have historically experienced negative cash flows from operations since our inception and we expect the negative cash flows from operations to continue for the foreseeable future. Unless and until we are able to generate revenues, we expect such losses to continue for the foreseeable future. As discussed in our financial statements, there exists substantial doubt regarding our ability to continue as a going concern.

Research and development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.

In addition, we may also raise additional capital through additional equity offerings, and licensing our research and/or future products in development. While we will continue to explore these potential opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us, or at all, or that we will be successful in licensing our future products. Based on our current projections, we believe we have insufficient cash on hand to meet our obligations as they become due based on current assumptions. The uncertainties surrounding our future cash inflows have raised substantial doubt regarding our ability to continue as a going concern.

Any disruption and/or instability in economic conditions and capital markets could adversely affect our ability to access the capital markets, and thus adversely affect our business and liquidity.

Economic conditions and issues with the financial markets have had, and will continue to have, a negative impact on our ability to access the capital markets, and thus have a negative impact on our business and liquidity. The shortage of liquidity and credit combined with the substantial losses in worldwide equity markets could lead to an extended worldwide recession. We may face significant challenges if conditions in the capital markets do not improve. Our ability to access the capital markets has been and continues to be severely restricted at a time when we need to access such markets, which could have a negative impact on our business plans. Even if we are able to raise capital, it may not be at a price or on terms that are favorable to us. We cannot predict the occurrence of future disruptions or how long the current conditions may continue.

Our proposed business is dependent on laws pertaining to the cannabis industry.

Continued development of the cannabis industry is dependent upon continued legislative authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana, which would negatively impact our business.

As of the end of February 2017, 28 states and the District of Columbia allow its citizens to use medical marijuana. Voters in the states of Colorado, Washington, Alaska, Oregon and the District of Columbia have approved ballot measures to legalize cannabis for adult use. The state laws are in conflict with the Federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The prior administration (President Obama) effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, the Trump administration has indicated the potential for stricter enforcement of the marijuana industry at the federal level, but to date there has been very little in terms of action. There is no guarantee that the Trump administration or future administrations will maintain the low-priority enforcement of federal laws in the marijuana industry that was adopted by the Obama administration. The Trump administration or any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to our business and our shareholders.

Further, and while we do not intend to harvest, distribute or sell cannabis, if we conduct research with the cannabis plant or lease buildings to growers of cannabis, etc., we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

The cannabis industry faces strong opposition.

It is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical cannabis will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical cannabis industry could face a material threat from the pharmaceutical industry, should cannabis displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical cannabis movement. Any inroads the pharmaceutical industry could make in halting or impeding the cannabis industry could have a detrimental impact on our proposed business.

Cannabis remains illegal under Federal law.

Cannabis is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of cannabis has been legalized, its production and use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

Laws and regulations affecting the medical cannabis industry are constantly changing, which could detrimentally affect our proposed operations.

Local, state and federal medical cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

If we are unable to recruit and retain qualified personnel, our business could be harmed.

Our growth and success highly depend on qualified personnel. Competition in the industry could cause us difficulty in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability to develop new products. Also, the fact cannabis remains illegal at the federal level may dissuade qualified personnel from working in the cannabis industry, thus limiting the pool of qualified individuals to run our business. If we are unable to attract and retain necessary key talents, it would harm our ability to develop competitive product and retain good customers and could adversely affect our business and operating results.

We may be unable to adequately protect our proprietary rights.

Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property. To protect our proprietary rights, we will rely on a combination of patent, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value of our intellectual property:

● Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated;

● Issued patents may not provide us with any competitive advantages;

● Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

● Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop;

● Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products; or

● The fact cannabis is illegal at the federal level may impact our ability to secure patents from the United States Patent and Trademark Office, and other intellectual property protections may not be available to us.

We may become involved in lawsuits to protect or enforce our patents that would be expensive and time consuming.

In order to protect or enforce our patent rights, we may initiate patent litigation against third parties. In addition, we may become subject to interference or opposition proceedings conducted in patent and trademark offices to determine the priority and patentability of inventions. The defense of intellectual property rights, including patent rights through lawsuits, interference or opposition proceedings, and other legal and administrative proceedings, would be costly and divert our technical and management personnel from their normal responsibilities. An adverse determination of any litigation or defense proceedings could put our pending patent applications at risk of not being issued.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.

The Selling Shareholders may sell their shares of common stock in the open market, which may cause our stock price to decline.

The Selling Shareholders may sell the shares of common stock being registered in this offering in the public market. That means that up to 8,982,015 shares of common stock, the number of shares being registered in this offering, may be sold in the public market. Such sales will likely cause our stock price to decline.

Sale of our common stock by the Selling Shareholders could encourage short sales by third parties, which could contribute to the further decline of our stock price.

The significant downward pressure on the price of our common stock caused by the sale of material amounts of common stock could encourage short sales by third parties. Such an event could place further downward pressure on the price of our common stock.

Our common stock has been thinly traded and we cannot predict the extent to which a trading market will develop.

Our common stock is traded on the OTC Markets’ “Pink Current Information” tier. Our common stock is thinly traded compared to larger more widely known companies. Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the extent to which an active public market for our common stock will develop or be sustained after this offering.

Because we are subject to the “penny stock” rules, the level of trading activity in our stock may be reduced.

Our common stock is traded on the OTC Markets’ “Pink Current Information” tier. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this prospectus.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results, unless required by law.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Shareholders. We will not receive any proceeds from the sale of shares of common stock in this offering.

SELLING SHAREHOLDERS

The Selling Shareholders may offer from time to time up to an aggregate of 8,982,015 shares of our Common Stock.

Except as otherwise provided, the following table sets forth certain information with respect to the beneficial ownership of our common stock including the names of the Selling Shareholders, the number of shares of our Common Stock owned beneficially by the Selling Shareholders as of August 11, 2017, the number of shares of Common Stock being offered by each selling stockholder hereby, and the number and percentage of shares of Common Stock that will be owned by each selling stockholder following the completion of this offering:

Name of Selling Shareholder	Shares of Common Stock Owned Prior to Offering	Shares of Common Stock to be Offered for the Selling Shareholder’s Account	Shares of Common Stock Owned by Selling Shareholder After the Offering	Percent of Common Stock to be Owned by the Selling Shareholder After the Offering

Victor and Krista Amereno	2,124	2,124	--	--
Melanie Anderson	250,000	250,000	--	--
James Burton Anderson	500,000	500,000	--	--
Kelly Berry	1,063	1,063	--	--
Daniel J. Breen/Ryan Breen	37,151	37,151
Jayne Breen	860,000	860,000	--	--
John Breen	22,291	22,291	--	--
Nakai Breen	5,309	5,309	--	--
Ryan Breen (9)	5,047,766(9)	1,037,151(9)	4,010,615	4.01%
Mark Brewster	534	534	--	--
Richard Bridgeforth	43,186	43,186	--	--
Buena Vista Consultant LLC (1)	3,186	3,186	--	--
Candice Bullis	1,063	1,063	--	--
Mindy Bullis	2,124	2,124	--	--
Michelle Cammaran	532	532	--	--
Kiante Devaun Carroll	5,309	5,309	--	--
CFO Solutions LLC (2)	3,077	3,077	--	--
CH Capital LLC (3)	53,070	53,070	--	--
Charles Castelli	50,000	50,000	--	--
Jessica M Cox	2,124	2,124	--	--
John D’Andrea	5,309	5,309	--	--
Dale R Johnson	120,000	120,000	--	--
Philip Doyley	2,124	2,124	--	--
David A Eckert	132,970	132,970	--	--

FMTC Roth Ira FBO David A Eckert	19,696	19,696	--	--
Elliott Kwestels	128,000	128,000	--	--
Charlotte Elliott & Gary Elliott	3,186	3,186	--	--
Aimee Elliott	5,309	5,309	--	--
Fred Erickson	2,124	2,124	--	--
Experimental Schools Corporation of Arizona (4)	2,124	2,124	--	--
Joseph Feeney	2,124	2,124	--	--
Larry Fuller	2,030	2,030	--	--
Joe & Theresia Gantenhammer	1,594	1,594	--	--
GEM Management Group LLC Nicole Breen	19,947,520(10)	305,505	19,642,015(10)	19.58%
Christopher Gewelke	1,063	1,063	--	--
Peter Gilboy	2,656	2,656	--	--
Lawrence Gochioco	2,000	2,000	--	--
Malcolm Gochioco	1,000	1,000	--	--
Niels Karsten Gudell	2,124	2,124	--	--
Shaddine Gum	1,063	1,063	--	--
Whitney Gum	1,063	1,063	--	--
Darren Hamans	10,000	10,000	--	--
Chris Harriman	124,601	124,601	--	--
Camille Hartmetz	532	532	--	--
JB Henrickson	12,303	12,303	--	--
Scott Hill	13,170	13,170	--	--
Sandra Hogan	3,000	3,000	--	--
Arnold Hollander	1,063	1,063	--	--
Richard Huff	1,063	1,063	--	--
Scott Douglas Hurley	1,063	1,063	--	--
Rudy Ingersoll	2,124	2,124	--	--
Jeff Miller	240,000	240,000	--	--
Dale Johnson	94	94	--	--
KGP Consulting LLC (5)	1,063	1,063	--	--
Gurutej Kaur Khalsa	1,063	1,063	--	--
RBC Capital Markets LLc Cust FBO Elliot Kwestels	8,000	8,000	--	--
Brenda L Damarin TTEE	2,000	2,000	--	--
Ashley Jason Lee	1,063	1,063	--	--
Craig Lee	532	532	--	--
Edward E Lehman	5,230	5,230	--	--
Roger Leon	1,063	1,063	--	--
Derrick Lewis	2,656	2,656	--	--

Steven Long	2,124	2,124	--	--
Charles Lull	490,063	490,063	--	--
Ashley & Robert Luna	10,615	10,615	--	--
Linda J Martin	21,229	21,229	--	--
Nodar Temuri Maskhulia	1,063	1,063	--	--
Edward Matkoff	55,000	55,000	--	--
Rodger Mattes	2,124	2,124	--	--
Edward Mccullough	1,063	1,063	--	--
Alexandra Miller	2,124	2,124	--	--
Gregory Miller	1,063	1,063	--	--
Gregory Paul Miller	1,099	1,099	--	--
Jaret Miller	6,370	6,370	--	--
Mari Miller	1,063	1,063	--	--
Melissa Miller	1,063	1,063	--	--
Jenny Miranda	532	532	--	--
Robin Mitchell	4,778	4,778	--	--
Flora Nefwani	2,124	2,124	--	--
Jaliyah Nefwani	1,063	1,063	--	--
Kingston Nefwani	1,063	1,063	--	--
Marialice Nichols	6,000	6,000	--	--
Gabriel O’Daniel	5,309	5,309	--	--
Holliegh O’Daniel	5,309	5,309	--	--
Jordan O’Daniel	5,309	5,309	--	--
Kimberly O’Daniel	21,229	21,229	--	--
Ronald Olsen	10,934	10,934	--	--
Ronald C Olsen	1,329	1,329	--	--
Steve Pagac	1,063	1,063	--	--
Patrick Brodnick	240,000	240,000	--	--
Jason & Christina Pawelczyk	2,124	2,124	--	--
Perleberg Enterprises Inc. (6)	1,063	1,063	--	--
Bryan H Perleberg	532	532	--	--
Tyler D Perleberg	532	532	--	--
Michael Peskin	922	922	--	--
Todd Peterson	12,000	12,000	--	--
Robert Pulver	1,063	1,063	--	--
Jessica Raygoza	532	532	--	--
RBC Capital Markets LLC Cust FBO Elliott Kwestels	4,000	4,000	--	--
Keith Regan	4,245	4,245	--	--
Danny Roth	1,000	1,000	--	--
Sal Rutigliano	165,000	165,000	--	--
Alec Noel Sanchez	1,063	1,063	--	--

Jordyn Kane Sanchez	1,063	1,063	--	--
Nicole Sanchez	2,124	2,124	--	--
Barbra Sasselli	1,063	1,063	--	--
Melanie Scopelitus	90,000	90,000	--	--
Kalena Larise Scott	1,063	1,063	--	--
Kimberly Scott	2,124	2,124	--	--
Carmen Seabre	1,700	1,700	--	--
Valerie Seabre	31,842	31,842	--	--
Buddy Shaw	532	532	--	--
Linda Shaw	21,229	21,229	--	--
Linda & Jerry Shaw	5,309	5,309	--	--
Patricia Shouse	1,063	1,063	--	--
Robert Shouse	1,063	1,063	--	--
Sikh Dharma of Phoenix, Inc. (7)	6,370	6,370	--	--
Carmine Simpson	1,500	1,500	--	--
Soul Singh & Meher Kaur Khalsa	5,309	5,309	--	--
Jonathan Smuda	532	532	--	--
Wendy L Starr-Turley	532	532	--	--
Stephanie & Jose Alonso Garcia	1,063	1,063	--	--
Stephen R Murphy	25,000	25,000	--	--
David Summers	1,063	1,063	--	--
Gordan Surran	532	532	--	--
Tanque Verde Baptist Church	10,615	10,615	--	--
Thomas Harrington	102,000	102,000	--	--
Diane Thomas	1,063	1,063	--	--
Diane K Wallace	162	162	--	--
John M Wallace	162	162	--	--
Water of Life Metropolation Community (8)	10,615	10,615	--	--
Benita Watford	6,370	6,370	--	--
Russell Watson	10,615	10,615	--	--
Edward Weaver	1,063	1,063	--	--
Roger Weckworth	1,275	1,275	--	--
Herbert Weiss	2,500	2,500	--	--
Beverly Weiss	5,309	5,309	--	--
Charles Welch	2,230	2,230	--	--
Antonia Whyte	20,000	20,000	--	--
Patrick E Williams	195,850	195,850	--	--
Varooge Yarganian	1,063	1,063	--	--
Jennifer Jill Zavada	1,063	1,063	--	--

Tom Zdroik	1,063	1,063	--	--
Lex Seabre	1,500,000	1,500,000	--	--
Rodger Seabre	1,300,000	1,300,000	--	--
Mary A Williams	145,850	145,850	--	--
Travis Nelson	50,000	50,000	--	--
Amanda Gross	33,000	33,000	--	--
Ted Hadfield	50,000	50,000	--	--
Yuriy Fofanov	50,000	50,000	--	--
Chad Wagner	25,000	25,000	--	--
Russ Karlen	100,000	100,000	--	--
Eric Karlen	20,000	20,000	--	--
Matthew Turner	20,000	20,000	--	--

(1)

Buena Vista Consultant LLC is controlled by Alan Blankenship.

(2)

CFO Solutions LLC is controlled by J.B. Henriksen.

(3)

CH Capital LLC is controlled by Mark Stewart.

(4)

Experimental Schools Corporation of Arizona is controlled by Nicholas Sofka.

(5)

KGP Consulting LLC is controlled by Kerri G. Parsons.

(6)

Perleberg Enterprises Inc. is controlled by Dean Perleberg

(7)

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

(8)

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

(9)

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

(10)

Includes all shares beneficially-owned by Ms. Nicole Breen, including those in her name, those in children’s names, and those held in the name of GEM Management, LLC.

None of the Selling Shareholders has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates, except as follows:

●

Nicole Breen is our Secretary and Treasurer and serves on our Board of Directors. She is the daughter of Glenn E. Martin, our Chief Executive Officer.

●

Ryan Breen is the husband of Nicole Breen.

●

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

●

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

●

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

PLAN OF DISTRIBUTION

We are not offering any of the Selling Shareholders’ securities. These shares may be sold by the Selling Shareholders from time to time at prevailing market prices. We will not receive any of the proceeds from any sale by the Selling Shareholders. The Selling Shareholders may sell or distribute their shares in transactions through underwriters, brokers, dealers or agents from time to time or through privately negotiated transactions, including in distributions to shareholders or partners or other persons affiliated with the Selling Shareholders. If the Selling Shareholder enters into an agreement after the date of this prospectus to sell their shares to a broker-dealer as a principal and that broker-dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement containing this prospectus identifying the broker-dealer and disclosing required information on the plan of distribution. Additionally, prior to any involvement of any broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from the Financial Industry Regulatory Agency.

Penny Stock Rules / Section 15(g) of the Exchange Act

Our shares may be considered penny stock covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors who are generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 (including spouse's net worth and may include the fair market value of home furnishings and automobiles, but excluding from the calculation the value any primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the fair market value of the primary residence must be deducted from net worth calculation)) or annual income exceeding $200,000 or $300,000 jointly with their spouses.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person’s compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination and that it is unlawful to effect the transaction without written authorization for the transaction from the customer.

The application of the penny stock rules may affect your ability to resell your shares due to broker-dealer reluctance to undertake the above-described regulatory burdens.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value $0.001. As of June 30, 2017, there are 99,991,020 shares of our common stock issued and outstanding, held by approximately 258 shareholders of record. There are no shares of our preferred stock outstanding as of the date of this filing.

Common Stock. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Dividend Policy. We have never issued any dividends and do not expect to pay any stock dividend or any cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared on our common stock in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Preferred Stock. We are authorized to issue 20,000,000 shares of preferred stock, par value $0.001. We have not issued, nor established any series for, any of our preferred stock. Our preferred stock is “blank check preferred” whereby our Board of Directors may create a series of preferred stock and set the rights and preferences of such preferred stock, without further shareholder approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control. On January 14, 2016, our Board of Directors approved the creation of a class of preferred stock to be entitled “Series B Convertible Preferred Stock” with the following rights and preferences: (i) no dividend rights; (ii) no liquidation preference over the Company’s common stock; (iii) conversion rights into shares of common stock at a ratio of 20 shares of common stock for each share of Series B Convertible Preferred Stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) voting rights on an “as converted” basis on all matters properly brought before our common stockholders for a vote. This class of preferred stock has not been created yet and no shares have been issued, but we agreed to create this class of preferred stock and issue shares as set forth in the employment agreements we have with Glenn E. Martin, Nicole Breen and Ryan Breen, as detailed herein.

INTEREST OF NAMED EXPERTS AND COUNSEL

Law Offices of Craig V. Butler serves as our legal counsel in connection with this offering. Mr. Butler does not own any of our securities.

DESCRIPTION OF BUSINESS

General

We are an early stage holding company currently focused on the development and application of cannabis-derived compounds for the treatment of human disease. Our wholly-owned subsidiary, Sangre AT, LLC (“Sangre”), has begun a planned five-year Cannabis Genomic Study, complete a genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. By targeting cannabis-derived molecules that stimulate the endocannabinoid system, Sangre’s research team plans to develop scientifically-valid and evidence-based cannabis strains for the production of disease-specific medicines. The goal of the research is to identify, collect, patent, and archive a collection of highly-active medicinal strains. We plan to conduct this study only in states where cannabis has been legalized for medicinal purposes.

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

Our long-term plan is to become a true “Seed-to-Sale” global holding company providing infrastructure, financial solutions, product development, and real estate options in this new emerging market. Our long term growth may also come from the acquisition of synergistic businesses, such as distilleries, to make anything from infused beverages to super oxygenated water with CBD and THC. Currently, WEED Inc has formed WEED Australia Ltd., registered as an unlisted public company in Australia to address this Global demand. We have also formed WEED Australia Ltd., registered as an unlisted public company in Australia, to address future global demand, however the entity has been dormant since its inception.

Our website is www.weedunitedstates.com.

Cannabis Genomic Study

After more than 40 years of illicit, underground breeding programs, the genetic integrity of Cannabis has been significantly degraded. Our subsidiary, Sangre AT, LLC (“Sangre”) plans to use a gene-based breeding program to root out inferior cultivars and replace them with fully-validated and patentable cultivars which produce consistent plant products for the medicinal markets. We believe our unique gene-based breeding program will improve cultivars and introduce integrity, stability, and quality to the market in the following ways:

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

● Generation of new cultivars, accelerating and perfecting the art of selective breeding

● Provide the ability to assay for specific genes within the crop, which is critical to strain tracking and market quality assurance

● Improve disease and drought resistance

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

● Improved therapeutic properties

● New therapies for migraines/chronic pain, epilepsy, cancer, PTSD, chronic head injury, and others

● Enhanced opportunities for new drug discovery through collaborations with national medical research and treatment centers and Bio-pharma companies

● Development and protection of intellectual property

The Research Plan

In order to achieve the desired results outlined above, Sangre has developed a research plan entitled the “Cannabis Genomic Study.” The goal of the study is to complete a global genomic classification of the Cannabis plant genus. Once the classification is complete, the research team plans to develop new cannabis strains that show the highest likelihood of being successful in the treatment of a variety of human diseases, test those strains and then work to produce those strains in a medicinal form for the treatment of disease. The research plan will be conducted using the following steps: Extraction, Purification, Sequencing. Annotation, and Cloning (micro-propagation).

Extraction: The extraction of genomic DNA from cannabis is a complex process of cell lysis and DNA recovery. Sangre AgroTech has evaluated, updated, and validated new methods for DNA recovery.

Purification: Using next generation purification chemistries, the DNA is cleaned and concentrated for downstream applications.

Sequencing: The Cannabis DNA is sequenced using both the Illumina MiSeq and MinIon instruments.

Annotation: The genomic data is assembled and annotated using proprietary bioinformatic systems and the data provided to the Sangre AgroTech genetic breeders and cellular cloners.

Cloning: Through this process, new, high-value cannabis strains are developed.

The objectives of the research plan are as follows:

Technical Objective 1: Using two next generation sequencing platforms and proprietary bioinformatics programs, we will sequence five cultivars of Cannabis, and generate fully annotated genomic data.

Technical Objective 2: Using the selected cultivars, backcross and forward hybridization studies will be performed to produce a new generation of stock. The progeny of these crosses will be grown, genetically finger-printed, and introduced to the market under patent protection. Up-selection and cultivation of cultivars for quality assurance.

Technical Objective 3: Genotypic and phenotypic measurements of the offspring will be performed using Next Generation Sequence Analysis, Genotyping, and Phenotyping analysis. Product focus groups will evaluate new cultivars. Patent protection will be initiated for new cultivars which meet product development criteria.

Technical Objective 4: Utilize gene-driven breeding of up-selected cultivars to initiate the generation of “designer” cultivars for clinical research.

Technical Objective 5: Market placement of selected, genetically enhanced cultivars for the medicinal and bio-pharma markets.

Where We Are in the Research Plan

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

As noted herein, on July 26, 2017, we acquired property located in La Veta, Colorado in order for Sangre to complete its 5-Year, $15+ million Cannabis Genomic Study. The acquisition of this property was not essential for the Sangre team to begin the extraction and sequencing phases, however, the once completed, the property will allow Sangre to expand the genomic study. The facility is currently under re-design and renovation to convert the existing structures into a world-class genetics research center. Additionally, under the genome project directives, additional strains are slated for sequencing and annotation as part of the overall expansion of this research project. An integral part of this expansion is the acquisition of additional DNA extraction, amplification, and sequencing technologies. The expansion also includes the installation of high-level IT networks for data acquisition, analysis, and storage. The La Veta property, when completed will allow us to expand the scope of the study, as well as, complete the future steps in the study. Once completed, the La Veta facility will also contain laboratories for cellular cloning, in vitro protoplast fusions, and plant developmental studies.

Competitive Advantages

Sangre’s research and development team works with next generation sequencing (NGS) and emerging third generation instruments, and has developed the most advanced proprietary bioinformatics data systems available. Sangre uses a unique two sequencing approach. One system provides DNA reads of up to 300,000 base pair reads and an NGS system which provides highly accurate short reads. This allows the genomic data to be assembled in a scaffold construct; the long reads forming the scaffold and the short reads providing highly accurate verification and quality assurance of the genomic data. This approach, together with the bioinformatics program, facilitates a highly accurate construct of the Cannabis genome which can be annotated and facilitate gene discovery and gene location. Sangre combination of personnel, skill-sets, and data analytics capabilities will allow us to accomplish our goals in months, rather than years.

Using annotated genomic data and newly generated phenotypic data, we plan to identify and isolate regions of the genome which are related to growth, synthesis of desired molecules, and environmental compatibility. This complex data set will be utilized in a breeding program to generate and establish new hybrid cultivars which exemplify the traits that are desired by the medical community. This breeding program will produce new seed stocks, clones, cultivars, and intellectual property which will generate value for the business organization.

Sangre will develop a translational breeding program to establish a new collection of Cannabis cultivars for the national market. Using genetic screening technology and micro-propagation, cultivars can be up-selected for specific traits and grown to address the needs of consumers in the medicinal and drug discovery markets. The combination of next generation genomics, selective hybridization, and In Vitro cloning provide us with the tools to enhance new cultivars of patentable Cannabis.

Marketing

We have not developed a marketing plan and do not intend to until we are in the latter stages of the Cannabis Genomic Study and believe we have strains that are marketable for the treatment of disease. At that time we plan to develop a marketing plan for our newly-developed strains of Cannabis. We believe that if we are successful in developing strains of Cannabis that effectively treat human diseases then the market for our products will be a vibrant market.

Manufacturing

We are not currently manufacturing any products and do not intend to do so until we are in the latter stages of the Cannabis Genomic Study and believe we have strains that are marketable for the treatment of disease such that we could begin the manufacturing of such products, either in-house or through relationships with third party companies. We do not currently have any relationships with third party companies for the manufacturing of any products.

Competition

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

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

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

As Cannabis has moved through the legalization process in North America, research groups in Canada and the Unites States have initiated work on understanding the Cannabis genome.

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

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

Next Generation Sequencing

Next-generation sequencing (NGS), introduced nearly ten years ago, is the catch-all term used to describe several sequencing technologies including:

● Illumina (Solexa) sequencing

● Roche 454 sequencing

● Ion torrent: Proton / PGM sequencing

● SOLiD sequencing

These recent sequencing technologies allow scientists to sequence DNA and RNA much more quickly and cheaply than the previously used Sanger sequencing, and as such, have greatly expanded the study of genomics and molecular biology. Numerous laboratories within the Cannabis community are currently employing this technology.

Colorado State University – Boulder

To the best of our knowledge, Colorado State University – Boulder is conducting a Cannabis Genomic Research Initiative, which is currently seeking to describe the Cannabis genome. The data generated through this effort is provided through the public domain to growers in an effort to stimulate the production of new, high-value stains of Cannabis.

Anandia Labs

Anandia Labs is conducting work in the area of Cannabis genomics based on sequence work which was completed in 2011. The sequencing work conducted was based on “next generation sequencing” technology and resulted in the generation of tens-of-thousands of DNA segments that have yet to be completely and correctly reassembled. Much of the sequence data that was generated through their sequencing efforts has been placed into the public domain and shared with other laboratories. In some instances, the data has been found to be less than accurate.

Phylos Biosciences

Phylos Biosciences is currently using DNA-based genetic fingerprinting to establish relationships between strains and to assist in the development of phenotypic databases to accelerate traditional breeding programs. Phylos Biosciences has a primary goal of bringing clarity to the Cannabis market and promote the generation of IP held by individual growers. To the best of our knowledge, Phylos Biosciences is not engaged in whole genome sequencing and is not engaged in any genetic enhancements of the Cannabis strains. They simply supply genetic data to their customer base to more effectively drive the traditional breeding process.

New West Genetics

New West Genetics aims to improve and develop industrial hemp as a viable crop for the United States. New West Genetics seeks to exploit the diverse end uses of hemp and optimize the genetics of hemp to create a lucrative crop to add to the rotation of US farmers. Industrial hemp’s uses and potential are as great as many major crops, if not more. We believe NWG is utilizing modern sequencing technology and statistical genomics approaches to understand these factors as they apply to hemp production in states where it is legal to grow. Understanding the genotype to phenotype map will be increasingly useful for expanding production of hemp.

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

Intellectual Property

Currently, we do not have any patents, but consider certain elements of our Cannabis Genomic Study to be trade secrets and we protect it as our intellectual property. In the future, if we are successful in identifying certain Cannabis strains as promising for the treatment of diseases we will seek to patent those strains.

Government Regulation

Further, and while we do not intend to harvest, distribute or sell cannabis, if we conduct research with the cannabis plant or lease buildings to growers of marijuana, etc., we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

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

Sangre Agreement

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

Employees

As of June 30, 2017 we employed three persons on a full time basis, namely Glenn E. Martin, Nicole Breen and Ryan Breen. Sangre contracts with two individuals on full-time basis and three individuals on a part-time basis. All these individuals are independent contractors.

Le Veta, Co. Property

On July 26, 2017, we acquired property located in La Veta, Colorado in order for Sangre to complete its 5-Year, $15+ million Cannabis Genomic Study. The site includes a 10,000+ sq. ft. building that will house Sangre’s genomic research facility, a 4,000+ square foot building for plant product analytics and plant product extraction, a 3,500 sq. ft. corporate office center, and 25 RV slots with full water and electric, which we plan to convert into a series of small research pods. Under the terms of the purchase agreement, we paid $525,000 down, including 25,000 shares of our common stock, and Sangre took immediate possession of the property. Under the terms of the purchase we were obligated to pay an additional $400,000 in cash and issue an additional 75,000 shares of our common stock over the next two years in order to pay the entire purchase price. On January 12, 2018, we entered into an Amendment No. 1 to the $475,000 principal amount promissory note issued by us to the seller of the property, under which both parties agreed to amend the purchase and the promissory note to allow us to payoff the note in full if we paid $100,000 in cash on or before January 15, 2018 and issued the seller 125,000 shares of common stock, restricted in accordance with Rule 144, on before January 20, 2018. Through an escrow process, we paid the seller $100,000 in cash and issued him 125,000 shares of common stock in accordance with the Amendment No. 1, in exchange for a full release of the deed of trust that was securing the promissory note, on January 17, 2018. As a result, the $475,000 principal promissory note issued to the seller is deemed paid-in-full and fully satisfied and we own the property without encumbrances. We estimate it will take approximately $675,000 in order to convert the existing buildings into the facilities necessary for Sangre AgroTech to conduct its research, plus an additional $1,000,000 for security & ground buildout. An additional $1 million for scientific equipment has been ordered for plant production and product extraction. We plan to complete the initial property renovations by Q1 of 2018. The equipment is scheduled to be delivered in Q2 2018. We will need to raise additional funds in order to complete the planned renovations and pay the purchase price for the equipment.

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

New York Property

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

ORGANIZATION WITHIN LAST FIVE YEARS

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

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

DESCRIPTION OF PROPERTY

Our company headquarters and executive offices are located at 4920 N. Post Trail, Tucson, AZ 85750. Our offices are currently located in office space provided by our President on a month-to-month basis at a monthly rent of $1,000, which began on April 1, 2017. Our office space is approximately 1,000 square feet. We also maintain two virtual office locations, located at 1 South Church Avenue, Suite 1200, Tucson, AZ 85750, and 3960 Howard Hughes Parkway, Suite 500, Las Vegas NV 89169.

LEGAL PROCEEDINGS

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

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our stock is quoted on the OTC Markets’ “Pink Current Information” tier under the symbol “BUDZ.” We are applying to have our common stock quoted on the OTCQB-tier of OTC Markets. We were originally quoted over-the-counter on November 2009. We have 101,236,235 shares of our common stock outstanding. The following table sets forth the high and low bid information for each quarter within the two most recent fiscal years, as well as from 2017 year-to-date, as estimated based on information on OTC Markets. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.

		Bid Prices
Fiscal Year Ended December 31,	Period	High	Low

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

2016	First Quarter	$0.13	$0.043
	Second Quarter	$0.10	$0.055
	Third Quarter	$0.14	$0.07
	Fourth Quarter	$0.89	$0.15

2015	First Quarter	$0.115	$0.07
	Second Quarter	$0.10	$0.06
	Third Quarter	$0.085	$0.05
	Fourth Quarter	$0.08	$0.043

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

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

There is currently no outstanding options to purchase WEED, Inc. common stock. We do not have any convertible debentures outstanding that permit the holder to convert the outstanding obligation into shares of our common stock.

The number of holders of record of shares of our common stock is Two Hundred Sixty Six (266).

There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.

We have not adopted any stock option or stock bonus plans.

FINANCIAL STATEMENTS

Index to Financial Statements

Independent Auditors’ Report		F-1
Consolidated Balance Sheets of WEED, Inc. as of December 31, 2016 and 2015		F-2
Consolidated Statements of Operations of WEED, Inc. for the Years Ended December 31, 2016 and 2015		F-3
Consolidated Statements of Changes in Stockholders’ Equity of WEED, Inc. for the Years Ended December 31, 2016 and 2015		F-4
Consolidated Statements of Cash Flows of WEED, Inc. for the Years Ended December 31, 2016 and 2015		F-5
Notes to Financial Statements		F-6

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

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Weed, Inc.

We have audited the accompanying balance sheets of Weed, Inc. as of December 31, 2016 and 2015, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2016. Weed, Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Weed, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

Houston, Texas

August 11, 2017

F-1

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


	December 31,	December 31,
	2016	2015
ASSETS

Current assets:
Cash	$231	$7
Prepaid expenses	5,053	2,067
Total current assets	5,284	2,074

Property and equipment, net	264	394

Total assets	$5,548	$2,468


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$35,661	$51,748
Accrued officer compensation	157,505	86,000
Accrued interest	36,760	32,022
Convertible notes payable	35,000	35,000
Notes payable, related parties	16,300	13,300
Total current liabilities	281,226	218,070

Commitments and contingencies	-	-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 20,000,000 shares
authorized, no shares designated, issued and outstanding	-	-
Common stock, $0.001 par value, 200,000,000 shares
authorized, 103,953,307 and 61,118,307 shares issued and
outstanding at December 31, 2016 and 2015, respectively	103,953	61,118
Additional paid in capital	15,219,762	11,056,712
Subscriptions payable, consisting of -0- and 1,770,000
shares at December 31, 2016 and 2015, respectively	-	114,990
Accumulated deficit	(15,599,393)	(11,448,422)
Total stockholders' equity (deficit)	(275,678)	(215,602)

Total liabilities and stockholders' equity (deficit)	$5,548	$2,468

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

F-2

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


	For the Years
	Ended December 31,
	2016	2015

Revenue	$-	$-

Operating expenses:
General and administrative	2,211,787	594,446
Professional fees	1,933,733	639,149
Depreciation and amortization	130	130
Total operating expenses	4,145,650	1,233,725

Net operating loss	(4,145,650)	(1,233,725)

Other expense:
Interest expense	(5,321)	(4,824)

Net loss	$(4,150,971)	$(1,238,549)


Weighted average number of common shares
outstanding - basic and fully diluted	71,250,288	54,390,978

Net loss per share - basic and fully diluted	$(0.06)	$(0.02)

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

F-3

WEED, INC. (Formerly United Mines, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


					Additional			Total
	Preferred Stock		Common Stock		Paid-In	Subscriptions	Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Capital	Payable	Deficit	Equity (Deficit)

Balance, December 31, 2014	-	$-	44,333,307	$44,333	$9,901,547	$156,100	$(10,209,873)	$(107,893)

Common stock sold for cash	-	-	555,000	555	60,945	(37,500)	-	24,000

Common stock issued for services, related parties	-	-	12,000,000	12,000	828,000	-	-	840,000

Common stock issued for services	-	-	4,230,000	4,230	266,020	(3,610)	-	266,640

Imputed interest on non-interest bearing related party debts	-	-	-	-	200	-	-	200

Net loss for the year ended December 31, 2015	-	-	-	-	-	-	(1,238,549)	(1,238,549)

Balance, December 31, 2015	-	$-	61,118,307	$61,118	$11,056,712	$114,990	$(11,448,422)	$(215,602)

Common stock sold for cash	-	-	325,000	325	69,675	-	-	70,000

Common stock issued for down payment on land purchase	-	-	50,000	50	42,450	-	-	42,500

Common stock issued for services, related parties	-	-	36,000,000	36,000	3,564,000	-	-	3,600,000

Common stock issued for services	-	-	6,460,000	6,460	486,342	(114,990)	-	377,812

Imputed interest on non-interest bearing related party debts	-	-	-	-	583