Our Management’s Discussion and Analysis or Plan of Operations contains not only
statements that are historical facts, but also statements that are
forward-looking. Forward-looking statements are, by their very nature, uncertain
and risky. These risks and uncertainties include international, national and
local general economic and market conditions; demographic changes; our ability
to sustain, manage, or forecast growth; our ability to successfully make and
integrate acquisitions; raw material costs and availability; new product
development and introduction; existing government regulations and changes in, or
the failure to comply with, government regulations; adverse publicity;
competition; the loss of significant customers or suppliers; fluctuations and
difficulty in forecasting operating results; changes in business strategy or
development plans; business disruptions; the ability to attract and retain
qualified personnel; the ability to protect technology; and other risks that
might be detailed from time to time in our filings with the
Exchange Commission
Although the forward-looking statements in this Quarterly Report reflect the
good faith judgment of our management, such statements can only be based on
facts and factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged to carefully
review and consider the various disclosures made by us in this report and in our
other reports as we attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, and results of
operations and prospects.
Overview
Currently, WEED and its subsidiaries are working on or planning for several
different business opportunities in the cannabis & hemp field, including, but
not limited to: both indoor and outdoor “grows”, cultivations & harvest for
research, product development, processing and manufacturing of both Pharma &
non-Pharma products, services, therapeutics, and treatments on a global basis
for both the Medical Cannabis & Hemp (<.03 thc) global market space. Long terms
goals include hopeful cures for many diseases and ailments for both man &
animals utilizing the Cannabaceae plant and its derivatives. We will need
additional financing to attempt to accomplish these goals.
Second, on
course property located in the town of
this ~43 acre property with ~2000 ft. of
the “unlimited water extractions rights” from
along with a complete wastewater management plant. WEED’s initial plan is to
utilize the property to access the hemp and infused beverage markets as our
property in the middle of the largest concord grape producing region of
United States
infrastructure to build a luxury condos & resort development in the most natural
settings to be ESG compliant in conjunction to WEEDs forming its
Advisory Council
project is only in its conceptual stage, no funding or plans have been developed
other than the proposed name: The Four Winds Luxury condos & resort to be
“Cannabis Friendly” which would be a “FIRST” in the nation. The
property is now owned by Four Winds of
of
Third, WEED established
Institute of Australia
of conducting cannabis and hemp research and potentially developing products and
educational services in and for Australians as stated above. C.I.A. is a
non-profit entity formed for the purpose of conducting cannabis and hemp
research with universities and other non-profits to protect all intellectual
rights, properties and usage in our highly regulated industry. The C.I.A. has
the potential to develop products in
development of products, services and educational purposes to all seven States
and territories, including
also our gateway to the
23
Fourth, on
“Exchange Agreement”) with
liability company (“Hempirical”), under which we acquired all of the issued and
outstanding membership interests of Hempirical from
for
“WEED Shares”), valued at
acquired inventory includes over 200 High THC strains plus 15 “PURE” Landrace
strains including Panama Red, Acapulco Gold, Red Bud Colombian,
Gold
multiple combinations of precise cannabinoid strains will achieve the precise
medical outcome desired.
Our first business opportunity was, and continues to be, through our
wholly-owned subsidiary,
development and application of cannabis-derived compounds for the treatment of
human disease and animal ailments. To that end Sangre, was working on a planned
five-year Cannabis Genomic Study to complete a genetic blueprint of the Cannabis
plant genus, by creating a global genomic classification of the entire plant.
Sangre completed a 1-2 year Pilot Study in 2017 & 2018 at the
Texas-Galveston
Sangre completed the pilot study with 30 cultivars from strains collected
worldwide that included 30 strains (twenty-four female and six male). These
results are highly proprietary and the basis of future studies to come. We need
to raise additional funds to continue the next steps in our Cannabis Genomic
Study.
On
its wholly owned subsidiary,
completing and adding to the noted studies above. As such, WEED
with the
the field of Cannabis & hemp. To that effect, WEED
clinical trials and product development that would be the quality and
acceptability of the FDA in
conditions in the
Pharma & Non-Pharma products, cannot be introduced
marketplace. Since starting in 2018, the
advancements in the legalization of both Cannabis and hemp. As of the end of
2021 there are 37 States that have approved a State level medical cannabis and
hemp programs, along with the District of
States that have implemented or approved the “Adult Use” i.e. recreational
psychoactive aspects of high THC usage of cannabis.
In conjunction with
Professor
Board
studies in
School of Pharmacy
independent studies/lab privileges.
renowned authority in the field of drug delivery and design of new technologies
for efficient administration of drugs and development of new products.
Touitou
University of Jerusalem
process of buying
bioavailability aspects of the cannabaceae plant. However, after expending over
agreement in 2019 due to the downturn of the Cannabis marketplace, and
specifically as to public cannabis companies, which could not be resumed due to
the Covid pandemic that was/is still ongoing globally. We have kept in constant
contact with
to complete the purchase of her patents and begin clinical trials upon proper
funding. WEED looks to achieve that funding thru offerings of our securities.
Corporate Overview
We were originally incorporated under the name
Arizona
no business was conducted. No books or records were maintained and no meetings
were held. In essence, nothing was done after incorporation until
Martin
corporate name was changed to
its current name,
until the Company became
exploration stage mineral exploration company that owned a number of unpatented
mining claims and
24
On
company from
Articles of Incorporation in
Incorporation in
Inc.
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
majority of our outstanding common stock approved the Articles of Domestication
and the Nevada Articles of Incorporation at a Special Meeting of Shareholders.
On
Incorporation went effective with the Secretary of State of the
On
symbol change to “BUDZ” went effective with
quotation of our common stock on OTC Markets.
These changes were affected in order to make our corporate name and ticker
symbol better align with our short-term and long-term business focus. Our
current, short-term goals relate to the Cannabis Genomic Study and the resulting
development of a variety of new cannabis strains, and, over the next 5 years, we
plan to process those results in order to become an international cannabis
research and product development company, with a globally-recognized brand
focusing on building and purchasing labs, land and building commercial grade
“Cultivation Centers” to consult, assist, manage & lease to universities, state
governments, licensed dispensary owners and organic grow operators on a contract
basis with a concentration on the legal and medical cannabis sector.
Our long-term plan is to become a true “Seed-to-Sale” global holding company
providing infrastructure, financial solutions, product development, and real
estate options in this new emerging market. Our long term growth may also come
from the acquisition of synergistic businesses, such as distilleries, to make
anything from infused beverages to super oxygenated water with CBD and THC.
Currently, we have formed
company in
Israel Cannabis Ltd.
We will look to conduct future research, marketing, import/exporting, and
manufacturing of our proprietary products on an international level.
On
LLC
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
25
This discussion and analysis should be read in conjunction with our financial
statements included as part of this Quarterly Report.
Three Months EndedSeptember 30, 2022 Compared to Three Months EndedSeptember 30, 2021 Results of Operations Three Months Ended September 30, 2022 2021 Revenue $ - $ - Operating expenses: General and administrative 110,903 56,877 Professional fees 143,572 79,489 Depreciation and amortization 21,255 33,544 Total operating expenses 275,730 169,910 Net operating loss (277,960 ) (169,910 ) Other income (expense) Interest expense (31,030 ) (3,415 ) Other income (expense) 1,984 - Gain on disposal of fixed asset - - Net (loss) Income$ (307,006 ) $ (173,325 ) Other Comprehensive Loss (1,324 ) (912 ) Comprehensive Loss$ (308,330 ) $ (174,237 )
Operating Loss; Net (Loss) Income
Our comprehensive loss increased by
from the three months ended
ended
(
to the same period of the prior year is primarily a result of increases in
general and administrative expenses, professional fees and other expenses,
partially offset by a decrease in depreciation and amortization. These changes
are detailed below.
Revenue
We have not had any revenues since our inception. Once we have sufficient
funding, we plan to research and possibly enter the hemp and infused beverage
industry through our newly acquired property in
Cannabis Genomic Study and process those result. In the long-term we plan to be
a company focused on purchasing land and building commercial grade “Cultivation
Centers” to consult, assist, manage & lease to licensed dispensary owners and
organic grow operators on a contract basis, with a concentration on the legal
and medical marijuana (Cannabis) sector. Our long-term plan is to become a True
“Seed-to-Sale” company providing infrastructure, financial solutions and real
estate options in this new emerging market, worldwide. We plan to make our brand
global and therefore we will look for opportunities to conduct future research,
marketing, import and exporting, and manufacturing of any proprietary products
on an international level.
General and Administrative Expenses
General and administrative expenses increased by
three months ended
property expenses.
26
Professional Fees
Our professional fees increased by
professional fees were
and
largely related to fees paid for legal and accounting services, along with
compensation to independent contractors, and decreased significantly primarily
as a result of decreases in the value of stock-based compensation awards due to
issuing shares for services during the period. We expect these fees to vary
quarter-to-quarter as our business and stock price fluctuate if we continue to
use stock-based compensation. In the event we undertake an unusual transaction,
such as an acquisition, securities offering, or file a registration statement,
we would expect these fees to substantially increase during that period.
Depreciation and Amortization
During the three months ended
amortization expense of
to our property and trademark acquisitions.
Interest Expense
Interest expense increased from (
30, 2021
interest expense primarily relates to notes payable from attorneys and related
parties.
Other Income
During the three months ended
compared to
during the three months ended
fringe benefit refund.
Nine Months EndedSeptember 30, 2022 Compared to Nine Months EndedSeptember 30, 2021 Results of Operations Nine Months ended September 30, 2022 2021 Revenue $ - $ - Operating expenses: General and administrative 423,511 591,188 Professional fees 705,622 1,654,345 Depreciation and amortization 85,050 94,505 Total operating expenses 1,214,183 2,340,038 Net operating loss (1,216,413 ) (2,340,038 ) Other income (expense) Interest expense (96,549 ) (32,794 ) Other income 1,509 - Gain on disposal of fixed asset 639,773 - Net (loss) income$ (671,680 ) $ (2,372,832 ) Other Comprehensive Income (Loss) 229 (1,399 ) Comprehensive Loss$ (671,451 ) $ (2,374,231 )
Operating Loss; Net (Loss) Income
Our comprehensive (loss) decreased by
(
months ended
from (
compared to the same period of the prior year is primarily a result of decreases
in general and administrative expenses, depreciation and amortization, and
professional fees, as well as the gain on disposal of a fixed asset, partially
offset by increases in interest expense and other expense. These changes are
detailed below.
27
Revenue
We have not had any revenues since our inception. Once we have sufficient
funding, we plan to research and possibly enter the hemp and infused beverage
industry through our newly acquired property in
Cannabis Genomic Study and process those result. In the long-term we plan to be
a company focused on purchasing land and building commercial grade “Cultivation
Centers” to consult, assist, manage & lease to licensed dispensary owners and
organic grow operators on a contract basis, with a concentration on the legal
and medical marijuana (Cannabis) sector. Our long-term plan is to become a True
“Seed-to-Sale” company providing infrastructure, financial solutions and real
estate options in this new emerging market, worldwide. We plan to make our brand
global and therefore we will look for opportunities to conduct future research,
marketing, import and exporting, and manufacturing of any proprietary products
on an international level.
General and Administrative Expenses
General and administrative expenses decreased by
nine months ended
Professional Fees
Our professional fees decreased by
professional fees were
related to fees paid for legal and accounting services, along with compensation
to independent contractors, and decreased significantly primarily as a result of
decreases in the value of stock-based compensation awards due to issuing shares
for services during the period. We expect these fees to vary quarter-to-quarter
as our business and stock price fluctuate if we continue to use stock-based
compensation. In the event we undertake an unusual transaction, such as an
acquisition, securities offering, or file a registration statement, we would
expect these fees to substantially increase during that period.
Depreciation and Amortization
During the nine months ended
amortization expense of
to our property and trademark acquisitions.
Interest Expense
Interest expense increased from (
30, 2021
expense primarily relates to notes payable from attorneys and related parties.
Other Income
During the nine months ended
compared to
during the nine months ended
fringe benefit refund and interest forgiveness.
Gain on Disposal of Fixed Assets
We had gain on disposal of fixed assets of
disposal of fixed assets in 2022 relates to our sale of company-owned
residential property near
28
Liquidity and Capital Resources
Introduction
During the nine months ended
losses, we did not generate positive operating cash flows. Our cash on hand as
of
approximately
our securities and the sale of our residential property near
We currently do not believe we will be able to satisfy our cash needs from our
revenues for many years to come.
Our cash, current assets, total assets, current liabilities, and total liabilities as ofSeptember 30, 2022 andDecember 31, 2021 , respectively, are as follows: September 30, 2022 December 31, 2021 Change Cash $ 535,527 $ 19,654$ 515,873 Total Current Assets 643,393 41,918 601,475 Total Assets 2,442,773 1,959,225 483,548 Total Current Liabilities 1,446,915 1,341,725 105,190 Total Liabilities 1,446,915 1,341,725 105,190
Our total assets increased by
attributed to increases in our cash, inventory, prepaid expenses, computers and
equipment, and goodwill, partially offset by decreases in our building and
property and equipment, net.
Our current liabilities and total liabilities increased by
due to increases in accrued officer compensation, accrued expense, lease
liability and notes payable, related party, partially offset by decreases in
accounts payable, accrued interest, and in notes payable – in default.
In order to pay our obligations in full or in part when due, we will be required
to raise capital from other sources. There is no assurance, however, that we
will be successful in these efforts.
Cash Requirements
We had cash available of
and current monthly burn rate of approximately
borrowing from our shareholders and other related parties, and/or raise money
from the sales of our securities, to fund operations.
Sources and Uses of Cash Operations
We had net cash used in operating activities of
ended
activities consisted primarily of our net loss of (
depreciation and amortization of
estimated fair value of shares issued for services of
on RP loans of
further adjusted by increases in assets related to prepaid expenses and deposits
of
and decreases in liabilities consisting of accounts payable of
period in 2021, the net cash used in operating activities consisted primarily of
our net loss of (
compensation of
imputed interest on RP loans of
deposits – related party of
and increases in liabilities of accounts payable of
of
29
Investments
For the nine months ended
activities of
for the sale of the residential property in
related to purchases of property and equipment.
Financing
Our net cash used in financing activities for the nine months ended
30, 2022
our financing activities related to repayments on notes payable of (
repayments of notes payable-related party of (
proceeds from the sale of common stock of
payable of
proceeds from the sale of common stock of
of
notes payable of
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
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