United States securities and exchange commission logo





                              October 30, 2020

       Glenn E. Martin
       Chief Executive Officer
       WEED, Inc.
       4920 N. Post Trail
       Tucson, AZ 85750

                                                        Re: WEED, Inc.
                                                            Amendment No. 2 to
Offering Statement on Form 1-A
                                                            Filed October 14,
2020
                                                            File No. 024-11152

       Dear Mr. Martin:

             We have reviewed your amended offering statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your offering statement and the
information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 6, 2020 letter.

       Amendment No. 2 to Offering Statement on Form 1-A, filed October 14,
2020

       General

   1.                                                   We note your response
to comment 1, and your amended disclosure that investors can
                                                        purchase securities "at
a purchase price of $1.00 per Unit for the first $5,000,000, $2.00
                                                        per Unit for the next
$14,000,000, and $3.00 per Unit for the last $21,000,000. Each
                                                        investor in the Units
may only invest in one pricing tier." Although investors cannot
                                                        invest in more than one
pricing tier, because you are selling shares at different prices at
                                                        different times
throughout your offering, it appears that your price is not fixed.
                                                        Also, because it
appears that you are offering a discounted price to encourage early
                                                        investment, the
offering of all securities will not be commenced within two calendar days
                                                        following the
qualification date, and therefore this is a delayed primary offering, which is
 Glenn E. Martin
WEED, Inc.
October 30, 2020
Page 2
         not permitted by Regulation A. See Rule 251(d)(3). Therefore, please
amend your
         disclosure to remove this incentive from your filing, and fix a price
for your offering.
2.       We note your response to comment 3. In your July 14, 2020 response to
comment 10 in
         our letter dated March 10, 2020, you asserted that the purchase
agreement referenced in
         your original filing would not be used in this offering. However, the
subscription
         agreement you have filed with the current amendment includes an
exclusive forum
         provision that is not described in your offering circular. Please
revise the disclosure in
         your offering circular to describe the exclusive forum provision in
the subscription
         agreement that will be used in this offering, including the extent to
which the provision
         applies to claims under the federal securities laws. In this regard,
we note the statement in
         your subscription agreement that "this choice of forum provision does
not preclude or
         contract the scope of exclusive federal or concurrent jurisdiction for
any actions brought
         under the Securities Act or the Exchange Act and does not apply to
claims arising under
         the federal securities laws."
3.       We note your disclosure that your common stock is quoted on the OTCQB,
and trades "on
         a sporadic and limited basis." Please amend your filing to provide
risk factor disclosure
         related to the limited market for your common stock. In this regard,
we note your
         disclosure on the bottom of page 18 of your Form 10-K for the year
ended December 31,
         2019, filed March 30, 2020.
       Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at
(202) 551-3442 with
any questions.



FirstName LastNameGlenn E. Martin                              Sincerely,
Comapany NameWEED, Inc.
                                                               Division of
Corporation Finance
October 30, 2020 Page 2                                        Office of Trade
& Services
FirstName LastName