Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Disclaimer Regarding Forward Looking Statements

Our Management's Discussion and Analysis or Plan of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Annual 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

WEED, Inc. (the "Company") is a multi-national bio-pharmaceutical and real estate holding company. Our mission is to lead the development and application of cannabis-derived compounds for medical and industrial use. During fiscal 2025, the Company focused on asset preservation and the modernization of its business model, which included streamlining international operations and exploring the integration of blockchain and AI technologies within the regulated cannabis ecosystem.

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 through 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.

On May 14th, 2018, the 70th Anniversary of the statehood of Israel, WEED formed its wholly owned subsidiary, WEED Israel Cannabis Ltd., with the goal of completing and adding to the noted studies above. As such, WEED Israel worked with the Hebrew University in Jerusalem and with the top scientists globally in the field of Cannabis & hemp. To that effect, WEED Israel looked to conduct clinical trials and product development that would be the quality and acceptability of the FDA in the United States. Due to current laws and conditions in the USA, all research results and product development for both Pharma & Non-Pharma products, cannot be introduced the United States marketplace. Since starting in 2018, the USA has made vast improvements and 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 Colombia. In addition, there are 17 States that have implemented or approved the "Adult Use" i.e. recreational psychoactive aspects of high THC usage of cannabis.

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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.

Key Material Events of 2025

Research and Intellectual Property Development

The Company continues to integrate assets from the Hempirical Genetics, LLC acquisition. This includes a proprietary seedbank of over 250 cannabis and hemp strains, featuring rare Landrace varieties such as Panama Red and Acapulco Gold. Throughout 2025, management focused on cataloging these genetics to support future pharmaceutical research and consumer product strategies. These genetic assets are currently carried at a cost basis on our balance sheet, though management believes they represent significant long-term strategic value as the federal regulatory environment for cannabis evolves.

Strategic Technology Initiatives

In December 2025, the Company entered into a strategic partnership with Remergify, Inc. to evaluate the development of a digital asset ecosystem. This project aims to address banking and supply chain challenges through the potential launch of WEEDCoin and BUDZCoin. These initiatives are currently in the early development phase. The Company's ability to successfully launch these digital assets is subject to the availability of capital and the complex, evolving regulatory framework governing digital assets and decentralized finance.

Real Estate Assets and Infrastructure

A cornerstone of the Company's stability is its long-term real estate holdings. Management continues to maintain and market its high-value land assets, notably the "Four Winds of Lake Erie" property in Portland, New York. This 44-acre parcel, featuring significant lake frontage, represents a key "hard asset" that distinguishes the Company from peers in the microcap sector. These properties are held to provide the Company with a tangible asset base while management pursues its broader bio-pharmaceutical goals.

Licensing and Regulatory Compliance

Through its wholly-owned subsidiary, HEMP BioSciences Inc., the Company maintained its comprehensive suite of industrial hemp licenses in Arizona, including cultivation, nursery, and processing permits. Additionally, in late 2025, the Company successfully completed the de-registration of its non-essential international subsidiaries, WEED Hong Kong Ltd. and WEED Australia Ltd. This repatriation of assets and intellectual property to the U.S. parent company was a strategic move to reduce overhead and simplify the corporate governance structure.

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

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Results of Operations for the Years Ended December 31, 2025 and 2024

		Year Ended December 31,
		2025				2024
Revenue		$	-			$	-
Operating expenses:
General and administrative expenses			1,128,094				351,116
Professional fees			177,098				156,290
Depreciation and amortization			22,487				22,586
Total operating expenses			1,327,679				529,992
Net operating loss			(1,327,679	)			(529,992	)
Other income (expense)
Interest expense			(43,857	)			(15,325	)
Other income			-				35,000
Loss on dissolution of subsidiary			(637	)
Total other income (expense)			(44,494	)			19,675
Net loss before income tax			(1,372,173	)			(510,317	)
Income tax expense			33				399
Net loss			(1,372,206	)			(510,716	)
Other comprehensive income (loss)			1,191				799
Comprehensive loss		$	(1,371,015	)		$	(509,917	)

Operating Loss; Net Loss

Our comprehensive net loss increased by $861,098, from ($509,917) to ($1,371,015), from the year ended 2024 compared to 2025. Our operating loss increased by $797,687, from ($529,992) to ($1,327,679) for the same period. The increase in comprehensive net income is primarily a result of an increase in general and administrative expenses and professional fees in 2025 compared to 2024.

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 New York, and conduct Sangre's 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 $776,978, from $351,116 for the year ended December 31, 2024 to $1,128,094 for the year ended December 31, 2025, primarily due to increases in our salaries.

Professional Fees

Our professional fees increased by $20,808 during the year ended December 31, 2025 compared to the year ended December 31, 2024. Our professional fees were $177,098 for the year ended December 31, 2025 and $156,290 for the year ended December 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.

Depreciation and Amortization

During the year ended December 31, 2025, we had depreciation and amortization of $22,487, compared to $22,586 in the year ended December 31, 2024. The depreciation and amortization expense primarily relates to our properties and trademark acquisitions.

Interest Expense

Interest expense increased to ($43,857) from ($15,325) for the year ended December 31, 2025 compared to the same period in 2024. Our interest expense primarily relates to notes payable from attorneys and related parties.

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Other Income

During the year ended December 31, 2024, the Company received a $35,000 settlement from the Titan laboratory deal. This amount represents refunds from the prepaid rent of a purchase deal that fell through in 2023.

Liquidity and Capital Resources

Introduction

During the years ended December 31, 2025 and 2024, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of December 31, 2025 was $33,130 and our monthly cash flow burn rate was approximately $10,500. We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.

Our cash, current assets, total assets, current liabilities, and total liabilities as of December 31, 2025 and 2024, respectively, are as follows:

		December 31, 2025				December 31, 2024				Change
Cash		$	33,130			$	159,355			$	(126,225	)
Total Current Assets			47,705				189,891				(142,186	)
Total Assets			559,906				738,366				(178,460	)
Total Current Liabilities			1,248,267				959,372				288,895
Total Liabilities		$	1,248,267			$	959,372			$	288,895

Our total assets decreased by $178,460 as of December 31, 2025 as compared to December 31, 2024. The decrease in our total assets between the two periods was attributed to decreases in our cash, ROU assets and increased accumulated depreciation.

Our current liabilities and total liabilities increased by $288,895, as of December 31, 2025 as compared to December 31, 2024. This increase was primarily due to increases in notes payable, related parties.

In order to repay 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 $33,130 and $159,355 as of December 31, 2025 and December 31, 2024, respectively. Based on our lack of revenue, our cash on hand and current monthly burn rate of approximately $10,500, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Sources and Uses of Cash

Operations

We had net cash used in operating activities of $(195,136) for the year ended December 31, 2025, as compared to $(415,524) for the year ended December 31, 2024. For the period in 2025, the net cash used in operating activities consisted primarily of our net loss of $(1,372,206), adjusted by depreciation and amortization of $22,487, debt discount amortization of $10,255, and estimated fair value of stock based compensation and shares issued for services of $800,000 and 90,000, respectively decreases in assets related to prepaid expenses and deposits of $15,961, and increases in liabilities consisting of accounts payable of $12,362 and accrued expenses of $209,963. For the period in 2024, the net cash used in operating activities consisted primarily of our net loss of ($510,716), adjusted by depreciation and amortization of $22,586, debt discount amortization of $10,255, estimated fair value of stock based compensation and shares issued for services of $20,000 and 14,000, respectively, and further adjusted by imputed interest on RP Loans of $1,200, increases in assets related to prepaid expenses and deposits of $(1,059), and decreases in liabilities and an increase in accrued expenses.

Investments

For the year ended December 31, 2025 and 2024, we had no cash flows provided from investing activities.

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Financing

Our net cash provided by financing activities for the year ended December 31, 2025 was 70,103, compared to $285,269 for the year ended December 31, 2024. For the period in 2025, our financing activities related to proceeds from notes payable of $199,403, partially offset by proceeds from repayments of notes payables-related party of $130,000. For the period in 2024, our financing activities related to proceeds from notes payable of $310,000, offset by repayments of notes payable-related party of $30,000.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.