WEED, INC.

Previous wording

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Disclaimer Regarding Forward Looking Statements

Current wording

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Previous wording

Our first business opportunity was, and continues to be, through our wholly-owned subsidiary, Sangre AT, LLC (“Sangre”), where we are focused on the development and application of cannabis-derived compounds for the treatment of human disease and animal ailments. To that end Sangre, was working on a planned five-year Cannabis Genomic Study to complete a genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. Sangre completed a 1-2 year Pilot Study in 2017 & 2018 at the University of Texas-Galveston thru Industrial Metagenomics at a cost of nearly $1 million USD. Sangre completed the pilot study with 30 cultivars from strains collected worldwide that included 30 strains (twenty-four female and six male). These results are highly proprietary and the basis of future studies to come. We need to raise additional funds to continue the next steps in our Cannabis Genomic Study.

Current wording

Our first business opportunity was, and continues to be, through our wholly-owned subsidiary, Sangre AT, LLC (“Sangre”), where we are focused on the development and application of cannabis-derived compounds for the treatment of human disease and animal ailments. To that end Sangre, was working on a planned five-year Cannabis Genomic Study to complete a genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. Sangre completed a 1-2 year Pilot Study in 2017 & 2018 at the University of Texas-Galveston thru Industrial Metagenomics at a cost of nearly $1 million USD. Sangre completed the pilot study with 30 cultivars from strains collected worldwide that included 30 strains (twenty-four female and six male). These results are highly proprietary and the basis of future studies to come. We need to raise additional funds to continue the next steps in our Cannabis Genomic Study and no work is being conducted now until further funds are available.

Previous wording

In conjunction with WEED Israel Cannabis Ltd., we made arrangements with Professor Elka Touitou to be available to be the head of WEEDs Israeli Advisory Board to lead and assist us with clinical trials in cannabis & hemp research studies in Israel. Professor Touitou was the Head of the Innovative Dermal, Transdermal and Transmucosal Delivery Lab at the Institute of Drug Research, The School of Pharmacy, HUJ, now retired but still has HUJ clinical trial & independent studies/lab privileges. Professor Touitou is an internationally renowned authority in the field of drug delivery and design of new technologies for efficient administration of drugs and development of new products. Professor Touitou has been involved in Cannabinoid research since 1988 at The Hebrew University of Jerusalem, (HUJ) Jerusalem, Israel. Previously, WEED was in the process of buying Professor Touitou’s various patents to include the bioavailability aspects of the cannabaceae plant. However, after expending over $500,000 USD to acquire the Professor Touitou’s patents, we had to terminate the agreement in 2019 due to the downturn of the Cannabis marketplace, and specifically as to public cannabis companies, which could not be resumed due to the Covid pandemic that was/is still ongoing globally. We have kept in constant contact with Professor Touitou thru our Managing Director of WEED Israel, Mr. Elliot Kwestel. As of 2022, Dr. Touitou still has interest in working with WEED to complete the purchase of her patents and begin clinical trials upon proper funding. WEED looks to achieve that funding thru offerings of our securities.

Current wording

In conjunction with WEED Israel Cannabis Ltd., we made arrangements with Professor Elka Touitou to be available to be the head of WEEDs Israeli Advisory Board to lead and assist us with clinical trials in cannabis & hemp research studies in Israel. Professor Touitou was the Head of the Innovative Dermal, Transdermal and Transmucosal Delivery Lab at the Institute of Drug Research, The School of Pharmacy, HUJ, now retired but still has HUJ clinical trial & independent studies/lab privileges. Professor Touitou is an internationally renowned authority in the field of drug delivery and design of new technologies for efficient administration of drugs and development of new products. Professor Touitou has been involved in Cannabinoid research since 1988 at The Hebrew University of Jerusalem, (HUJ) Jerusalem, Israel. Previously, WEED was in the process of buying Professor Touitou’s various patents to include the bioavailability aspects of the cannabaceae plant. However, after expending over $500,000 USD to acquire the Professor Touitou’s patents, we had to terminate the agreement in 2019 due to the downturn of the Cannabis marketplace, and specifically as to public cannabis companies, which could not be resumed due to the Covid pandemic that was/is still ongoing globally. We have kept in constant contact with Professor Touitou thru our Managing Director of WEED Israel, Mr. Elliot Kwestel. As of 2022, Dr. Touitou still has interest in working with WEED to complete the purchase of her patents and begin clinical trials upon proper funding. WEED looks to achieve that funding through offerings of our securities.

Previous wording

General and administrative expenses increased by 18,827, from $267,867 for the nine months ended September 30, 2023 to $286,694 for the nine months ended September 30, 2024.

Current wording

General and administrative expenses increased by $246,703, from $136,565 for the three months ended March 31, 2024, to $383,268 for the three months ended March 31, 2025, primarily due to increases in our consulting services and salary.

Previous wording

Our professional fees decreased by $182,939 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. Our professional fees were $22,195 for the three months ended September 30, 2024, and $205,134 for the three months ended September 30, 2023. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors. We expect these fees to vary quarter-to-quarter as our business and stock price fluctuate if we continue to use stock-based compensation. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Current wording

Our professional fees increased by $20,644 during the three months ended March 31, 2025, compared to the three months ended March 31, 2024. Our professional fees were $45,847 for the three months ended March 31, 2025, and $25,203 for the three months ended March 31, 2024. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors. We expect these fees to vary quarter-to-quarter as our business and stock price fluctuate if we continue to use stock-based compensation. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Previous wording

During the three months ended September 30, 2024, we had depreciation and amortization expense of $5,621, compared to $8,335in the three months ended September 30, 2023. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.

Current wording

During the three months ended March 31, 2025, we had depreciation and amortization expense of $5,622, compared to $5,721 in the three months ended March 31, 2024. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.

Previous wording

Interest expense decreased from $(15,303) for the three months ended September 30, 2023, to $(3,238) for the three months ended September 30, 2024. Our interest expense primarily relates to notes payable from related parties.

Current wording

Interest expense increased from $(3,163) for the three months ended March 31, 2024, to $(5,718) for the three months ended March 31, 2025. Our interest expense primarily relates to notes payable from related parties.

Previous wording

During the nine months ended September 30, 2024, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of September 30, 2024, was $5,311and our monthly cash flow burn rate was approximately $32,000. We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.

Current wording

During the three months ended March 31, 2025, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of March 31, 2025 was $3,142 and our monthly cash flow burn rate was approximately $52,000. We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.

Previous wording

Our total assets decreased by $307,244 as of September 30, 2024, as compared to December 31, 2023. The decrease in our total assets between the two periods was attributed to decreases in our property and equipment, intangible assets, ROU assets.

Current wording

Our total assets decreased by $163,238 as of March 31, 2025, as compared to December 31, 2024. The decrease in our total assets between the two periods was attributed primarily to decreases in cash.

Previous wording

Our current liabilities and total liabilities increased by $36,291, as of September 30, 2024, as compared to December 31, 2023. This increase was primarily due to increases in accounts payable, accrued expenses, accrued interest, notes payable -related parties and partially offset by decreases in accrued officer compensation and lease liability.

Current wording

Our current liabilities and total liabilities decreased by $38,008, as of March 31, 2025, as compared to December 31, 2024. This decrease was primarily due to decreases in notes payable, related parties and partially offset by increases in accrued officer compensation.

Previous wording

We had cash available of $5,311and $290,409 as of September 30, 2024 and December 31, 2023, respectively. Based on our lack of revenues, our cash on hand and current monthly burn rate of approximately $32,000, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Current wording

We had cash available of $3,142 and $159,355 as of March 31, 2025 and December 31, 2024, respectively. Based on our lack of revenues, our cash on hand and current monthly burn rate of approximately $52,000, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Previous wording

We had net cash used in operating activities of $279,154 for the nine months ended September 30, 2024, as compared to $734,202 for the nine months ended September 30, 2023. For the period in 2024, the net cash used in operating activities consisted primarily of our net loss of $377,492, adjusted by depreciation and amortization of $16,964, debt discount amortization of $7,691, estimated fair value of shares issued for services of $14,000, estimated fair value of shares issued for services of $20,000, and imputed interest on RP loans of $900, and further adjusted by decreases in assets related to prepaid expenses and deposits of $4,592 and increases in liabilities consisting of accounts payable of $16,631and accrued expenses of $17,829. For the period in 2023, the net cash used in operating activities consisted primarily of our net income of $363,790, adjusted by depreciation and amortization of $55,721, debt discount amortization of $4,292, estimated fair value of shares issued for services of $67,500, imputed interest on RP loans of $16,686, and further adjusted by decreases in prepaid expenses and deposits of $(14,171) and accounts payable of $(42,174), and decreases in accrued expenses of $(197,471).

Current wording

We had net cash used in operating activities of $71,838 for the three months ended March 31, 2025, as compared to $177,730 for the three months ended March 31, 2024. For the period in 2025, the net cash used in operating activities consisted primarily of our net loss of $(440,455), adjusted by depreciation and amortization of $5,622, debt discount amortization of $2,563, estimated fair value of stock based compensation and shares issued for services of $300,000 and $15,000, respectively, and accrued expenses of $44,456. For the period in 2024, the net cash used in operating activities consisted primarily of our net loss of $(170,652), adjusted by depreciation and amortization of $5,721, debt discount amortization of $2,564, estimated fair value of shares issued for services of $22,500, and further adjusted by accrued expenses of $(46,999).

Previous wording

For the nine months ended September 30, 2024, we had no cash flows provided from investing activities. For the nine months ended September 30, 2023, we had cash flows used in investing activities of $1,631,073, primarily related to the proceeds from disposal of a fixed asset of $1,641,073, slightly offset by ($10,000) related to purchases of property and equipment.

Current wording

For the three months ended March 31, 2025 and 2024, we had no cash flows provided from investing activities.

Previous wording

Our net cash used in financing activities for the nine months ended September 30, 2024, was $(5,000). For the period in 2023, our financing activities related to proceeds of note payable of $50,000, offset by repayments of notes payable-related party of ($622,979).

Current wording

Our net cash used in financing activities for the three months ended March 31, 2025, was $(84,300), compared to $(10,000) for the three months ended March 31, 2024. For the period in 2025, our financing activities related to proceeds of note payable of $45,000, offset by repayments of notes payable-related party of $(130,000). For the period in 2024, our financing activities related to repayments of notes payable-related party of $(10,000).