UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. ~~20549~~

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(~~Mark One~~d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~ANNUAL~~the ~~REPORT~~Fiscal ~~UNDER~~Year ~~SECTION~~Ended 13January OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2025

~~For the fiscal year ended January 31, 2024~~OR

or☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐Commission ~~TRANSITION~~File ~~REPORT~~Number ~~UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~001-41762

~~For the~~PINEAPPLE ~~transition~~EXPRESS ~~period~~CANNABIS ~~from~~COMPANY ~~___________~~(Exact toname ~~___________~~of registrant as specified in its charter)

Commission File Number: 001-41762

Nevada		33-3266062
(State of incorporation or organization)		(IRS Employer Identification No.)

~~PINEAPPLE EXPRESS~~300 ~~CANNABIS~~Peachtree ~~COMPANY~~St. NE, Ste #1775

~~(Exact name~~Atlanta, ofGA ~~registrant as specified in its charter)~~30308-3565

Nevada		36-4864568
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)

~~12301 Wilshire Blvd., Suite 302~~1-404-734-3277

Los Angeles, CA 90025

(Address of principal executive offices) (Zip Code)

888-245-5703

(Registrant’s telephone number, including area code)

~~Minaro Corp~~Email: info@pinya.work

~~(Former name,~~Communication ~~former~~Copies ~~address and former fiscal year, if changed since last report)~~to

~~Securities registered~~Jeff ~~pursuant to Section 12(b) of the Securities Exchange Act of 1934: None~~Turner

~~Securities registered~~JDT ~~pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0000001 par value~~Legal

~~Common stock,~~897 ~~par~~W ~~value~~Baxter $0Dr. ~~001~~

~~(Title of~~South ~~each~~Jordan, ~~class)~~Utah 84095

~~Indicate by~~Phone: ~~check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act~~801. ~~☐ Yes ☒ No~~810.4465

~~Indicate by~~Fax: ~~check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act~~888. ~~☐ Yes ☒ No~~920.1297

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 daysjeff@jdt-legal. ~~Yes ☐ No ☒~~com

~~Indicate by~~Securities ~~check mark whether the registrant has submitted electronically every Interactive Data File required~~ to be ~~submitted~~Registered ~~pursuant~~Under ~~to Rule 405 of Regulation S-T (~~Section ~~232.405 of this chapter) during the preceding~~ 12 ~~months~~ (org) ~~for~~of ~~such shorter period that~~ the ~~registrant was required to submit such files). Yes ☒ No ☐~~Act:

~~Indicate by~~Common ~~check mark whether the registrant is a large-accelerated filer~~Stock, anPar ~~accelerated~~Value ~~filer, a non-accelerated filer, smaller reporting company, or an emerging growth company~~$0. ~~See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.~~00001

~~Large-accelerated~~(Title ~~filer~~of ~~☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐~~Class)

~~If an~~Indicate ~~emerging growth company, indicate~~ by ~~checkmark~~check mark if the registrant ~~has~~is ~~elected~~a ~~not~~well-known toseasoned ~~use~~issuer, ~~the~~as ~~extended~~defined ~~transition~~in ~~period~~Rule ~~for~~405 ~~complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of the ~~Exchange~~Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ☐

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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	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 financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).: Yes ☐ No ☒

~~State~~ On July 31, 2024, the ~~number~~last business day of ~~shares~~the ~~outstanding~~registrant’s ofmost ~~each~~recently completed second fiscal quarter, the aggregate market value of the ~~issuer~~registrant’s ~~classes~~common stock held by non-affiliates of ~~common~~the ~~equity~~registrant was approximately $0, asbased ofupon the ~~latest~~closing ~~practicable~~price on that date: 19of the common stock of the registrant on the OTC Link alternative quotation system of $0.00. For purposes of this response,~~834~~ the registrant has assumed that its directors,~~550 common~~ ~~shares~~executive ~~issued~~officers and ~~outstanding~~beneficial asowners of ~~May~~ 5,% ~~2024~~or more of its common stock are deemed to be affiliates of the registrant.

As of May 15, 2025, the Company had 21,334,550 outstanding shares of common stock.

Documents incorporated by reference: None.

PINEAPPLE EXPRESS CANNABIS COMPANY

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended January 31, 2025

TABLE OF CONTENTS

		Page
Special Note Regarding Forward Looking Statements		1
PART I
Item 1.	Description of Business.	42
Item 1A.	Risk Factors.	86
Item 1B.	Unresolved Staff Comments.	1916
Item 2	Properties.	19
Item 2.	Description of Property	16
Item 3.	Legal ~~proceedings.~~Proceedings	1916
Item 4.	Mine Safety Disclosures.	1916
PART II
Item 5.	Market for Registrant’s Common Equity, ~~and~~ Related Stockholder Matters. and Issuer Purchase of Equity Securities	1917
Item 6.	Selected Financial Data.	2017
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2017
Item 7A.	Quantitative and Qualitative ~~Disclosures~~Disclosure About Market Risk.	2119
Item 8.	Financial Statements and Supplementary Data.	2219
Item 9.	Changes Inin and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure.	3220
Item 9A (T).	Controls and Procedures	32
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information.	3420
Item 9C.	Disclosure Regarding Foreign Juristriction that Prevents Inspections	20
PART III
Item 10	Directors, Executive Officers, Promoters and Control Persons of the Company.	34
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation.	3522
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3623
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3624
Item 14.	Principal ~~Accounting~~Accountant Fees and Services.	3625
PART IV
Item 15.	Exhibits, Financial Statement Schedule	3725
Signatures		3826

2iii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations, assumptions, and projections about future events or financial performance and are not guarantees of future results. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Statements containing words like “believe,” “anticipate,” “endeavor,” “estimate,” “expect,” “project,” “intend,” or similar expressions identify these forward-looking statements. Specifically, statements regarding future growth, market adoption, regulatory developments, technological advancements, and financial performance are subject to these risks and uncertainties

Factors that could cause actual results to differ materially from those currently anticipated include, but are not limited to: the risks associated with the evolving cannabis market, including but not limited to regulatory uncertainties and changes in laws and regulations; competitive pressures within the cannabis sector; technological disruptions impacting operational efficiency; fluctuations in market demand; variations in product pricing; the ability to effectively penetrate new markets; and the potential financial or reputational impacts from legal, administrative, or regulatory developments. Further, risks relating to the volatile nature of the cryptocurrency market, potential security breaches, fluctuations in token values, and changes in investor sentiment are relevant considerations. These factors, as well as risks relating to the general economy, market volatility, and competitive activity, are further detailed within the “Risk Factors” section of this document.

The Company does not undertake any obligation to update or revise any forward-looking statements contained in this document, whether as a result of new information, future events, or otherwise. Investors should carefully consider these factors and the risks discussed throughout this report before making any investment decisions. This statement is made for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Further, investors should independently research and evaluate the potential risks and rewards of investing in the Company and the cannabis and cryptocurrency sectors.

Use of Market and Industry Data

This Annual Report on Form 10-K for the fiscal year ended January 31, ~~2024~~2025 (this “Annual Report”) includes market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party sources referred to in this Annual Report are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Annual Report or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, references in this Annual Report to any publications, reports, surveys, or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey, or article. The information in any such publication, report, survey, or article is not incorporated by reference in this Annual Report.

Forecasts and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on various factors, including those discussed in sections entitled “Forward-Looking Statements,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.

Trademarks, Service Marks and Trade Names

This Annual Report contains references to our trademarks, service marks and trade names and to trademarks, service marks and trade names belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this Annual Report, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names, service marks or trademarks or any artists’ or other individuals’ names to imply a relationship with, or endorsement or sponsorship of us by, any other companies or persons.

PART I

Item 1. Description of Business.

This Annual Report (including, but not limited to, the following disclosures regarding our Business) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this Annual Report. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, sales levels, expense levels and other statements regarding matters that are not historical are forward-looking statements.

Forward-looking statements in this Annual Report reflect our good faith judgment based on facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report. Readers are urged to carefully review and consider the various disclosures made in this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Corporate History

The Company was incorporated as “Minaro Corp.” under the laws of the State of Nevada on March 14, 2017.

On December 18, 2022, Minaro Corp., a Nevada corporation (the “Company”), Yulia Lazaridou, the majority shareholder of the Company (“Lazaridou”), Pineapple Consolidated, Inc., a California corporation (“PCI”) and the shareholders of PCI (“PCI Shareholders”), entered into a Share Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the PCI Shareholders exchanged (the “Exchange Transaction”) 50,000 outstanding shares of common stock of PCI, representing fifty percent (50%) of the outstanding shares of PCI common stock, for eighteen million (18,000,000) newly issued shares of Minaro common stock.

In addition, on December 18, 2022, in a transaction related to and a condition to the Exchange Transaction, Lazaridou and the Company entered into that certain Resignation, Separation and Release Agreement (the “Resignation Agreement”), pursuant to which (a) the Company redeemed 2,800,000 shares of Company common stock owned by Lazaridou (the “Lazaridou Shares’) in exchange for a payment by the Company of $540,904 and (b) Lazaridou, as of December 21, 2022, resigned as the sole director, officer and employee of the Company.

In order to fund the payment for the Lazaridou Shares, contemporaneous with the Exchange, on December 18, 2022, PCI loaned $540,904 to the Company. The loan (the “PCI Loan”) ~~matures~~matured on June 30, 2023 and earns interest at an annual rate of 1%.

In addition, on December 18, 2022, Lazaridou, as sole director and majority shareholder, executed a written consent in lieu of a meeting providing that (i) Matthew Feinstein be elected as the sole director of the Company as well as Chief Executive Officer, President, Secretary, Chairman of the Board and Interim Chief Financial Officer, (ii) accepted the resignation of Lazaridou and (iii) approved the Exchange Agreement and Resignation Agreement. As a result of these transactions, the PCI Shareholders own a majority of the shares of Minaro common stock, and the Company owns fifty percent (50%) of the PCI common stock.

On January 5, 2023, the Company filed Restated Articles of Incorporation with the State of Nevada following approval of the sole director and majority shareholder (“Restated Articles”). The Restated Articles (i) changed the name of the Company to Pineapple Express Cannabis Company, (ii) added an additional authorized class of capital stock, namely ten million (10,000,000) shares of Preferred Stock, in addition to the previously authorized seventy-five million (75,000,000) shares of Common Stock. As a result, the name of the Company now has been changed to Pineapple Express Cannabis Company.

On December 30, 2022 the Company applied to the Financial Industry Regulatory Authority (“FINRA”) for approval with respect to the change of the Company’s name in the Restated Articles. The Company separately applied to FINRA to change the Company’s stock ticker trading symbol. These two corporate actions were subject to FINRA review and clearance which was received during this reporting period.

Business Operations

Pineapple Express Cannabis Company is based in Los Angeles, California. ~~The~~Pineapple ~~Company’s~~Express ~~wholly~~Cannabis ~~owned~~Company ~~operating~~is ~~subsidiary,~~a ~~Ananas~~Nevada ~~Growth~~corporation ~~Ventures, serves~~focused ason anstrategic ~~incubator~~investments, ~~helping~~advisory ~~early-stage ventures and startups in the cannabis sector through funding~~services, ~~mentoring,~~ and ~~training.~~direct ~~The Company~~operations ~~is also engaged~~ in the legal cannabis ~~retail~~and ~~through~~consumer ~~its~~product ~~50% owned equity method investee, Pineapple Consolidated Inc~~industries. ~~(“PCI”). PCI~~Our ~~runs~~business ~~Pineapple~~model ~~Express,~~includes aidentifying ~~cannabis retailer~~ and ~~owns~~developing ~~and~~early-stage ~~manages~~companies ~~retail~~that ~~cannabis~~operate ~~ventures. PCI seeks to become a leading portfolio management company~~ in ~~the~~these ~~U.S. cannabis industry. With its headquarters in Los Angeles~~sectors, ~~Pineapple~~providing ~~Express~~both iscapital ~~rapidly increasing its footprint throughout California~~ and isoperational ~~looking to scale into underdeveloped markets~~guidance.

~~PCI has~~Until ~~executed~~January ~~management~~2025, ~~contracts~~our ~~for~~principal ~~10%~~operating ~~revenue~~asset ~~sharing~~was ~~with~~a ~~nine~~50% ~~entities~~equity interest in ~~which~~Pineapple itConsolidated ~~holds~~Inc. an(“PCI”), ~~equity~~a ~~interest~~California-based cannabis retail operator. PCI operated through ~~its~~multiple ~~wholly owned~~subsidiaries ~~subsidiary~~and affiliates in the legal cannabis sector, ~~PNPL~~primarily ~~Holdings~~in California. Through our affiliation with PCI, ~~Inc~~we participated indirectly in the ownership and management of retail dispensary operations and related cannabis ventures. ~~Those~~However, ~~entities~~on ~~are~~January ~~shown~~30, ~~below:~~2025, we divested our entire equity interest in PCI, thereby concluding our investment in cannabis retail operations.

●On ~~PNPLXpress~~March X5, ~~Inc. (“Van Nuys Dispensary”): 10% as of January 31~~2025, ~~2024~~subsequent ~~(dispensary~~to ~~and~~the ~~delivery).~~end ~~● Goldstar Industrees (“Northridge Dispensary”): 29% as~~ of ~~January~~the ~~31,~~fiscal ~~2024 (dispensary and delivery). ● PNPLXpress~~year, ~~Inc.~~the ~~(“Hollywood~~Company ~~Dispensary”):~~completed ~~10%~~the ~~equity~~acquisition ~~interest as~~ of ~~January~~a ~~31,~~majority ~~2024~~voting ~~(dispensary~~interest ~~and~~in ~~delivery).~~GROOVY ~~● PNPLXpress II~~Company, Inc. (“~~Northeast LA Dispensary~~GROOVY”)~~: 49% interest as of January 31~~, ~~2024~~a ~~(dispensary~~Wyoming corporation and ~~delivery).~~developer ~~● Pineapple Equities, Inc. (“Beverly Grove Dispensary”): 24% equity interest as~~ of ~~January~~a 31centralized, ~~2024 (dispensary and delivery). ● 5660 W. Pico & Hope (Mid~~blockchain-~~Wilshire~~based ~~Dispensary):~~Platform ~~49% equity interest~~ as ofa ~~January~~Service ~~31, 2024~~ (~~dispensary and delivery~~PaaS). ●tailored ~~2378~~for ~~Westwood~~the ~~Partners~~cannabis ~~(Westwood~~industry. ~~Dispensary):~~GROOVY’s ~~19%~~platform, ~~equity~~built ~~interest~~on asHyperledger ~~of January 31~~Fabric, ~~2024~~delivers ~~(dispensary~~product ~~and~~authentication, ~~delivery).~~intellectual ●property ~~19841 Ventura & Hope (Woodland Hills Dispensary): 49% equity interest as of January 31~~protection, ~~2024 (dispensary~~ and ~~delivery).~~seed-to-sale ●traceability ~~1485 W~~solutions. ~~Sunset & Hope (Echo Park Dispensary): 29% equity interest as of January 31, 2024 (dispensary and delivery).~~

~~Office facilities~~Key features of the GROOVY platform include:

~~The Company~~·NFT-based ~~currently~~QR ~~subleases~~code ~~office~~authentication ~~space~~to atdetect ~~12301 Wilshire Blvd. #302, Los Angeles, CA 90025, at no charge, through Pineapple Consolidated, Inc. (“PCI”). The sublease with PCI runs with the master lease which commenced August 1, 2023~~ and ~~concludes~~prevent ~~October~~product ~~1, 2028.~~counterfeiting

~~Research And~~·A ~~Development~~genetic ~~Expenditures~~library (Geno-NFT) for intellectual property registration and automated royalty distribution

~~We have~~·Verified ~~not~~product ~~incurred~~provenance ~~any~~and ~~research~~lab ~~expenditures~~result ~~since our incorporation.~~tracking

5·A consumer-facing mobile app offering rewards-based engagement

~~Bankruptcy Or~~·Integration ~~Similar~~with ~~Proceedings~~inventory, compliance, and supply chain systems used by growers, retailers, and regulators

~~There has~~·A ~~been~~data noanalytics ~~bankruptcy,~~and ~~receivership~~marketplace orenvironment ~~similar~~for ~~proceeding~~ecosystem-wide ~~entered into either voluntarily by the Company and involuntarily against the Company.~~insights

~~Reorganizations~~This strategic acquisition marks the Company’s entry into blockchain-driven authentication and supply chain transparency for the regulated cannabis sector, ~~Purchase~~ Orpositioning ~~Sale~~it Ofat ~~Assets~~the intersection of cannabis, compliance technology, and Web3 infrastructure.

~~On December~~Principal ~~18,~~executive 2022, the Company executed a Share Exchange Agreement, resulting in the exchange of 50,000 shares of PCI common stock (50% ownership) for 18 million newly issued shares of the Company’s common stock. The previous majority shareholder of the Company, Lazaridou, redeemed 2,800,000 of Company common stock and no longer holds any of the Company’s common stock.office

~~As part~~Our ofprincipal ~~the~~executive ~~transaction,~~office ~~Lazaridou~~is ~~resigned~~located asat ~~the~~300 ~~sole~~Peachtree ~~director,~~St. ~~officer,~~NE ~~and~~Ste ~~employee~~CS2 of#1775 ~~the Company~~Atlanta, ~~while~~GA ~~Matthew~~30308-3565. ~~Feinstein~~This ~~was~~property ~~elected as~~is ~~the~~leased ~~new~~by ~~director~~management and ~~assumed~~to ~~multiple~~the ~~executive roles~~Company. ~~Additionally,~~We ~~the~~believe ~~Company~~these ~~changed~~facilities ~~its~~are ~~name~~adequate tofor ~~Pineapple~~our ~~Express~~current ~~Cannabis~~needs, ~~Company by~~and ~~filing~~that ~~Restated~~alternate ~~Articles~~facilities ofon ~~Incorporation~~similar ~~with~~terms ~~the~~would ~~State~~be ofreadily ~~Nevada~~available, ~~and~~if ~~added~~needed. aThe ~~new~~principal ~~class~~executive ofoffices ~~capital~~lease ~~stock~~is ~~(10,000,000~~due ~~shares~~on ofMarch ~~Preferred Stock~~31, in2026. ~~addition~~The toCompany ~~the~~does ~~previously~~not ~~authorized~~have ~~75,000,000~~any ~~shares~~additional ofsubsidiary ~~Common Stock)~~office.

~~Compliance With~~Operational ~~Government Regulation~~office

~~We will~~Operations beOffice ~~required~~located toat ~~comply~~Vía ~~with~~Siberia, ~~all~~Autopista ~~regulations~~Medellín, ~~rules~~Bogotá-La ~~and~~Vega ~~directives~~#Km. 3,5, Cota, Cundinamarca, Colombia. The company’s newly short term leased office space in Bogotá, Colombia, is approximately 350 square feet. This smaller space accommodates a team of ~~governmental~~3-6 ~~authorities~~employees and/or ~~agencies~~contractors ~~applicable~~and toshares common areas like a kitchen and restrooms with other tenants. The revised facilities reflect the ~~construction~~ company’s adjusted staffing levels and ~~operation~~its ofshift ~~any~~toward ~~facility~~a inmore ~~any~~flexible ~~jurisdiction~~work ~~which~~model, weincluding ~~would~~remote ~~conduct~~work ~~activities~~options..

~~We do~~Research ~~not~~And ~~believe~~Development ~~that any existing or probable government regulation on our business will have a material impact on the way we conduct our business.~~Expenditures

~~Employees And~~We ~~Employment~~have ~~Agreements~~not incurred any research expenditures since our incorporation.

We have no employees as of the date of this report. Our sole officer and director, Matthew Feinstein, currently devotes as much time as needed to provide management services to company matters. As our business and operations increase, we will assess the need for full-time management and administrative support personnel.3

~~Regulatory Overview~~Bankruptcy Or Similar Proceedings

~~As of~~There ~~the~~has ~~date~~been ofno ~~this filing~~bankruptcy, 40receivership ~~states~~or ~~and~~similar ~~four~~proceeding ~~(4) territories~~entered ~~allow~~into ~~for~~either ~~the~~voluntarily ~~medical~~by ~~use of cannabis products, while 17 of those states,~~ the ~~District~~Company ~~of Columbia, the Northern Mariana Islands,~~ and ~~Guam~~involuntarily ~~have~~against ~~also legalized~~ the ~~adult-use of cannabis~~Company. ~~Although legalized in some states, cannabis is a “Schedule 1” drug under the Controlled Substances Act (21 U.S.C. § 811) (“CSA”) and is illegal under federal law.~~

~~On August~~Compliance ~~29,~~With ~~2013,~~Government the Department of Justice set out its prosecutorial priorities in light of various states legalizing cannabis for medicinal and/or recreational use. The “Cole Memorandum” provided that when states have implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale, and possession of cannabis, conduct in compliance with those laws and regulations is less likely to threaten the federal priorities. Indeed, a robust system may affirmatively address those priorities by, for example, implementing effective measures to prevent diversion of cannabis outside of the regulated system and to other states, prohibiting access to cannabis by minors, and replacing an illicit cannabis trade that funds criminal enterprises with a tightly regulated market in which revenues are tracked and accounted for. In those circumstances, consistent with the traditional allocation of federal-state efforts in this area, the Cole Memorandum provided that enforcement of state law by state and local law enforcement and regulatory bodies should remain the primary means of addressing cannabis-related activity. If state enforcement efforts are not sufficiently robust to protect against the harms set forth above, the federal government may seek to challenge the regulatory structure itself in addition to continuing to bring individual enforcement actions, including criminal prosecutions, focused on those harms.Regulation

~~On January~~We 4,are ~~2018,~~required ~~Attorney~~to ~~General~~comply ~~Jeff~~with ~~Sessions~~all ~~issued~~regulations, arules ~~memorandum~~and ~~for~~directives ~~all~~of ~~United~~governmental ~~States~~authorities ~~Attorneys~~and ~~concerning~~agencies ~~cannabis~~applicable ~~enforcement~~to ~~under~~ the ~~Controlled~~construction ~~Substances~~and ~~Act~~operation ~~(CSA). Mr. Sessions rescinded all previous prosecutorial guidance issued by the Department~~ of ~~Justice~~any ~~regarding cannabis,~~facility ~~including~~in ~~the~~any ~~August~~jurisdiction ~~29,~~which ~~2013~~we ~~“Cole~~would ~~Memorandum”~~conduct activities.

6We do not believe that any existing or probable government regulation on our business will have a material impact on the way we conduct our business.

~~In rescinding~~Employees ~~the~~And ~~Cole~~Employment Memorandum, Mr. Sessions stated that U.S. Attorneys must decide whether or not to pursue prosecution of cannabis activity based upon factors including: the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community. Mr. Sessions reiterated that the cultivation, distribution, and possession of marijuana continues to be a crime under the U.S. Controlled Substances Act.Agreements

~~On March~~We ~~23,~~have ~~2018,~~no ~~President~~employees ~~Donald~~as J.of ~~Trump~~the ~~signed~~date ~~into~~of ~~law~~this ~~a $1~~report.3 ~~trillion-dollar~~Our ~~spending~~sole ~~bill~~officer ~~that~~and ~~included~~director, anFranjose ~~amendment~~“Frank” ~~known~~Yglesias, ascurrently ~~“Rohrabacher-Blumenauer,” which~~devotes ~~prohibits~~as ~~the~~much ~~Justice~~time ~~Department~~as ~~from~~needed ~~using~~to ~~federal~~provide ~~funds~~management services to ~~prevent~~company ~~certain~~matters. ~~states~~As ~~“from~~our ~~implementing~~business ~~their~~and ~~own~~operations ~~State~~increase, ~~laws that~~we ~~authorize~~will assess the ~~use,~~need ~~distribution,~~for ~~possession~~full-time ormanagement ~~cultivation~~and ofadministrative ~~medical~~support ~~cannabis~~personnel.”

~~On December~~Regulatory 20, 2018, President Donald J. Trump signed into law the Agriculture Improvement Act of 2018, otherwise known as the “Farm Bill”. Prior to its passage, hemp, a member of the cannabis family, was classified as a Schedule 1 controlled substance, and so illegal under the federal CSA.Overview

~~With the~~As ~~passage~~ of the ~~Farm~~date ~~Bill~~of this filing, ~~hemp~~40 ~~cultivation~~states isand ~~now~~four ~~broadly~~(4) territories ~~permitted.~~allow ~~The~~for ~~Farm~~the ~~Bill~~medical ~~explicitly~~use ~~allows~~of ~~the~~cannabis ~~transfer~~products, while 17 of ~~hemp-derived products~~those ~~across~~states, ~~state~~the ~~lines~~District ~~for~~of ~~commercial~~Columbia, orthe ~~other~~Northern ~~purposes.~~Mariana ItIslands, ~~also~~and ~~puts~~Guam nohave ~~restrictions~~also onlegalized the ~~sale,~~adult-use ~~transport,~~of orcannabis. ~~possession~~Although oflegalized ~~hemp-derived products~~in some states, socannabis ~~long~~is asa ~~those~~“Schedule ~~items~~1” ~~are~~drug ~~produced~~under inthe aControlled ~~manner~~Substances ~~consistent~~Act ~~with~~(21 ~~the~~U.S.C. § 811) (“CSA”) and is illegal under federal law.

~~Under Section~~On ~~10113~~August of29, 2013, the ~~Farm~~Department ~~Bill,~~of ~~hemp~~Justice ~~cannot~~set ~~contain~~out ~~more~~its ~~than~~prosecutorial ~~0.3~~priorities ~~percent~~in ~~THC~~light of various states legalizing cannabis for medicinal and/or recreational use. ~~THC~~The ~~refers~~“Cole Memorandum” provided that when states have implemented strong and effective regulatory and enforcement systems to control the ~~chemical~~cultivation, ~~compound~~distribution, ~~found~~sale, and possession of cannabis, conduct in compliance with those laws and regulations is less likely to threaten the federal priorities. Indeed, a robust system may affirmatively address those priorities by, for example, implementing effective measures to prevent diversion of cannabis ~~that~~ ~~produces~~outside of the ~~psychoactive~~regulated ~~“high”~~system ~~associated~~and ~~with~~to other states, prohibiting access to cannabis. ~~Any~~by minors, and replacing an illicit cannabis ~~plant~~trade that ~~contains~~funds ~~more~~criminal ~~than~~enterprises 0with a tightly regulated market in which revenues are tracked and accounted for.3 ~~percent~~In ~~THC would~~those becircumstances, ~~considered~~consistent ~~non~~with the traditional allocation of federal-~~hemp~~state ~~cannabis—or~~efforts ~~marijuana—under~~in this area, the ~~CSA~~Cole Memorandum provided that enforcement of state law by state and ~~would~~local law enforcement and regulatory bodies should remain the primary means of addressing cannabis-related activity. If state enforcement efforts are not besufficiently ~~legally~~robust ~~protected~~to ~~under~~protect ~~this~~against ~~new~~the ~~legislation and~~harms ~~would~~set beforth ~~treated~~above, asthe anfederal ~~illegal~~government ~~Schedule~~may 1seek ~~drug~~to challenge the regulatory structure itself in addition to continuing to bring individual enforcement actions, including criminal prosecutions, focused on those harms.

~~Additionally, there~~On ~~will~~January ~~be significant~~4, ~~shared state-federal regulatory power over hemp cultivation and production. Under Section 10113 of the Farm Bill~~2018, ~~state~~Attorney ~~departments~~General ofJeff ~~agriculture~~Sessions ~~must~~issued ~~consult with the state’s governor and chief law enforcement officer to devise~~ a ~~plan that~~memorandum ~~must~~for beall ~~submitted to the Secretary of the~~ United States ~~Department~~Attorneys ofconcerning ~~Agriculture~~cannabis ~~(hereafter~~enforcement ~~referred~~under tothe asControlled ~~the~~Substances ~~“USDA”~~Act (CSA). A ~~state’s~~Mr. ~~plan~~Sessions torescinded ~~license~~all ~~and~~previous ~~regulate~~prosecutorial ~~hemp~~guidance ~~can~~issued ~~only~~by ~~commence once~~ the ~~Secretary~~Department of ~~USDA~~Justice ~~approves~~regarding ~~that state’s plan. In states opting not to devise a hemp regulatory program~~cannabis, ~~USDA~~including will construct a regulatory program under which hemp cultivators in those states must apply for licenses and comply with a federally run program. This system of shared regulatory programming is similar to options states had in other policy areas, such as health insurance marketplaces under the ~~Affordable~~August ~~Care Act~~29, or2013 ~~workplace~~“Cole ~~safety plans under the Occupational Health and Safety Act—both of which had federally-run systems for states opting not to set up their own systems~~Memorandum”.

~~The Farm~~In ~~Bill~~rescinding ~~outlines~~the ~~actions~~Cole Memorandum, Mr. Sessions stated that ~~are~~U.S. ~~considered~~Attorneys ~~violations~~must decide whether or not to pursue prosecution of ~~federal~~cannabis ~~hemp~~activity ~~law~~based ~~(including~~upon ~~such~~factors ~~activities~~including: asthe ~~cultivating~~seriousness ~~without~~of athe ~~license or~~crime, ~~producing~~the ~~cannabis~~deterrent ~~with~~effect ~~more~~of ~~than~~criminal ~~0.3~~prosecution, ~~percent~~and ~~THC).~~the ~~The~~cumulative ~~Farm~~impact ~~Bill~~of ~~details~~particular ~~possible~~crimes ~~punishments~~on ~~for~~the ~~such~~community. ~~violations,~~Mr. ~~pathways~~Sessions ~~for~~reiterated ~~violators to~~that ~~become~~the ~~compliant~~cultivation, distribution, and ~~even~~possession ~~which~~of ~~activities~~marijuana ~~qualify~~continues asto ~~felonies~~be a crime under the ~~law,~~U.S. ~~such~~Controlled asSubstances ~~repeated offenses~~Act.

~~One of~~On ~~the~~March ~~goals~~23, of2018, ~~the~~President ~~previous~~Donald ~~2014~~J. ~~Farm~~Trump ~~Bill~~signed ~~was to generate and protect research~~ into ~~hemp.~~law ~~The~~a ~~2018 Farm Bill continues this effort~~$1. ~~Section~~3 ~~7605 re~~trillion-~~extends~~dollar ~~the~~spending ~~protections~~bill ~~for~~that ~~hemp~~included ~~research~~an ~~and~~amendment ~~the~~known ~~conditions~~as ~~under~~“Rohrabacher-Blumenauer,” which ~~such~~prohibits ~~research~~the ~~can~~Justice ~~and~~Department ~~should~~from beusing ~~conducted.~~federal ~~Further, section~~funds ~~7501~~to ofprevent ~~the~~certain ~~Farm~~states ~~Bill~~“from ~~extends~~implementing ~~hemp~~their ~~research~~own byState ~~including~~laws ~~hemp~~that ~~under~~authorize the ~~Critical Agricultural Materials Act. This provision recognizes the importance~~use, ~~diversity~~distribution, ~~and~~possession ~~opportunity~~or cultivation of ~~the~~medical ~~plant and the products that can be derived from it, but also recognizes that there is a still a lot to learn about hemp and its products from commercial and market perspectives~~cannabis.”

On January 21, 2021, Joseph R. Biden, Jr. was sworn in as President of the United States. President Biden’s Attorney General, Merrick Garland, was confirmed by the United States Senate on March 10, 2021. It is not yet known whether the Department of Justice (“DOJ”), under President Biden and Attorney General Garland, will re-adopt the Cole Memorandum or announce a substantive marijuana enforcement policy. During his Senate confirmation, Merrick Garland told Senator Cory Booker (D-NJ), “It does not seem to me useful the use of limited resources that we have to be pursuing prosecutions in states that have legalized and are regulating the use of marijuana, either medically or otherwise.” Such statements are not official declarations or policies of the DOJ and are not binding on the DOJ, any United States Attorney, or the United States federal courts. Substantial uncertainty regarding United States federal enforcement remains. To date, there have been no new federal cannabis memorandums issued by the Biden Administration or any published change in federal enforcement policy.4

7On December 20, 2018, President Donald J. Trump signed into law the Agriculture Improvement Act of 2018, otherwise known as the “Farm Bill”. Prior to its passage, hemp, a member of the cannabis family, was classified as a Schedule 1 controlled substance, and so illegal under the federal CSA.

~~Recent Developments~~With the passage of the Farm Bill, hemp cultivation is now broadly permitted. The Farm Bill explicitly allows the transfer of hemp-derived products across state lines for commercial or other purposes. It also puts no restrictions on the sale, transport, or possession of hemp-derived products, so long as those items are produced in a manner consistent with the law.

~~Clawback Policy~~Under Section 10113 of the Farm Bill, hemp cannot contain more than 0.3 percent THC. THC refers to the chemical compound found in cannabis that produces the psychoactive “high” associated with cannabis. Any cannabis plant that contains more than 0.3 percent THC would be considered non-hemp cannabis-or marijuana-under the CSA and would not be legally protected under this new legislation and would be treated as an illegal Schedule 1 drug.

~~On May~~Additionally, 7there will be significant, ~~2024~~shared state-federal regulatory power over hemp cultivation and production. Under Section 10113 of the Farm Bill, state departments of agriculture must consult with the ~~Company~~state’s ~~Board~~governor ofand ~~Directors~~chief ~~adopted~~law enforcement officer to devise a ~~Compensation~~plan ~~Recovery~~that ~~Policy~~must be submitted to the Secretary of the United States Department of Agriculture (hereafter referred to as the “~~Policy~~USDA”). ~~The~~A ~~Policy~~state’s ~~is intended~~plan to ~~further~~license and regulate hemp can only commence once the ~~Company~~Secretary of USDA approves that state’s ~~pay-for-performance~~plan. ~~philosophy~~In ~~and~~states opting not to ~~comply~~devise ~~with~~a ~~applicable~~hemp ~~law~~regulatory byprogram, ~~providing~~USDA ~~for~~will ~~the~~construct ~~reasonably prompt~~a ~~recovery~~regulatory ofprogram ~~certain~~under ~~incentive-based~~which ~~compensation~~hemp ~~received~~cultivators byin ~~executive~~those ~~officers~~states inmust ~~the~~apply ~~event~~for oflicenses anand ~~accounting~~comply ~~restatement~~with a federally run program. ~~The Policy~~This system of shared regulatory programming is ~~intended~~similar to ~~comply~~options ~~with~~states had in other policy areas, ~~and~~such ~~will~~as behealth ~~interpreted~~insurance inmarketplaces aunder ~~manner~~the ~~consistent~~Affordable ~~with~~Care Act, ~~Section~~or ~~10D~~workplace ofsafety plans under the ~~Exchange~~Occupational ~~Act,~~Health ~~with~~and ~~Exchange~~ Safety Act-both ~~Rule~~of ~~10D~~which had federally-1run ~~and~~systems ~~with~~for ~~the~~states ~~Nasdaq~~opting ~~listing~~not ~~standards~~to set up their own systems.

~~Pursuant to~~The ~~the~~Farm ~~Policy,~~Bill ifoutlines ~~the~~actions ~~Company~~that isare ~~required~~considered toviolations ~~prepare~~of anfederal ~~accounting~~hemp ~~restatement~~law ~~due to the material noncompliance by the Company with any financial reporting requirement under the securities laws,~~ (including ~~any~~such ~~required~~activities ~~accounting~~as ~~restatement~~cultivating towithout ~~correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in~~ a ~~material~~license ~~misstatement if the error were corrected in the current period~~ or ~~left~~producing ~~uncorrected~~cannabis inwith ~~the~~more ~~current~~than ~~period~~0.3 ~~(an~~percent ~~“Accounting Restatement”~~THC)~~, then~~. ~~the~~The ~~Compensation~~Farm ~~Committee~~Bill ~~must~~details ~~determine~~possible ~~the~~punishments ~~Excess~~for ~~Compensation~~such ~~(as hereinafter defined)~~violations, ifpathways ~~any,~~for ~~that~~violators ~~must be recovered. The Company’s obligation~~ to ~~recover~~become ~~Excess~~compliant, ~~Compensation is not dependent on if or when the restated financial statements are filed. The Company must recover Excess Compensation reasonably promptly~~ and ~~executive~~even ~~officers~~which ~~are~~activities ~~required~~qualify toas ~~repay~~felonies ~~Excess~~under ~~Compensation to~~ the ~~Company~~law, ~~subject~~such toas ~~the~~repeated ~~terms of the Policy~~offenses.

~~The Policy~~One ~~applies~~of ~~to certain incentive-based compensation that is received on or after May 7, 2024, during~~ the ~~three~~goals ~~completed~~of ~~fiscal years immediately preceding~~ the ~~Accounting~~previous ~~Restatement~~2014 ~~determination~~Farm ~~date,~~Bill aswas ~~provided~~to ingenerate ~~the~~and ~~Policy~~protect ~~(the~~research ~~“Covered~~into ~~Period”)~~hemp. ~~while the~~The ~~Company~~2018 ~~has~~Farm aBill ~~class~~continues ofthis ~~securities listed on a national securities exchange~~effort. ~~The~~Section ~~incentive~~7605 re-~~based~~extends ~~compensation~~the isprotections ~~considered~~for ~~“Clawback Eligible~~hemp ~~Incentive-Based~~research ~~Compensation”~~and if the ~~incentive-based~~conditions ~~compensation~~under iswhich ~~received~~such byresearch acan ~~person~~and ~~after~~should ~~such~~be ~~person~~conducted. ~~became~~Further, ~~an executive~~section ~~officer~~7501 ~~and~~of the ~~person~~Farm ~~served~~Bill asextends anhemp ~~executive~~research ~~officer~~by atincluding ~~any~~hemp ~~time~~under ~~during~~ the ~~performance~~Critical ~~period~~Agricultural toMaterials ~~which the incentive-based compensation applies~~Act. ~~The~~This ~~“Excess~~provision ~~Compensation”~~recognizes ~~that~~the isimportance, ~~subject~~diversity, toand ~~recovery~~opportunity ~~under~~of the ~~Policy~~plant isand the ~~amount~~products ~~of Clawback Eligible Incentive-Based Compensation~~ that ~~exceeds~~can ~~the~~be ~~amount~~derived offrom ~~Clawback~~it, ~~Eligible~~but ~~Incentive-Based~~also ~~Compensation~~recognizes that ~~otherwise~~there ~~would~~is ~~have~~a ~~been received~~still ~~had~~a ~~such~~lot ~~Clawback~~to ~~Eligible~~learn ~~Incentive-Based~~about ~~Compensation~~hemp ~~been~~and ~~determined~~its ~~based~~products onfrom ~~the~~commercial ~~restated~~and ~~amounts~~market ~~(this is referred to in the listing standards as “erroneously awarded incentive-based compensation”)~~perspectives.

~~Item 1A~~On January 21, 2021, Joseph R. ~~Risk~~Biden, ~~Factors~~Jr. was sworn in as President of the United States. President Biden’s Attorney General, Merrick Garland, was confirmed by the United States Senate on March 10, 2021. It is not yet known whether the Department of Justice (“DOJ”), under President Biden and Attorney General Garland, will re-adopt the Cole Memorandum or announce a substantive marijuana enforcement policy. During his Senate confirmation, Merrick Garland told Senator Cory Booker (D-NJ), “It does not seem to me useful the use of limited resources that we have to be pursuing prosecutions in states that have legalized and are regulating the use of marijuana, either medically or otherwise.” Such statements are not official declarations or policies of the DOJ and are not binding on the DOJ, any United States Attorney, or the United States federal courts. Substantial uncertainty regarding United States federal enforcement remains. To date, there have been no new federal cannabis memorandums issued by the Biden Administration or any published change in federal enforcement policy.

~~Risks Related~~On toJanuary ~~Our~~20, ~~Company~~2025, Donald J. Trump was sworn in as President of the United States for his second term. President Trump's Attorney General, Pam Bondi, was confirmed by the United States Senate on February 4, 2025. To date, the Department of Justice ("DOJ"), under President Trump and ~~Our~~Attorney ~~Business~~General Bondi, has not re-adopted the Cole Memorandum, which was previously rescinded during Trump's first term by then-Attorney General Jeff Sessions in January 2018. While President Trump has expressed support for states' rights regarding cannabis legalization and indicated potential backing for federal rescheduling of marijuana during his campaign, his administration has not yet issued any official declarations or comprehensive marijuana enforcement policies. Attorney General Bondi, who

~~We have a limited operating history and operate in a new industry, and we may not succeed.~~5

~~We have~~previously aopposed ~~limited~~cannabis ~~operating~~legalization ~~history~~efforts ~~and~~during ~~may~~her ~~not~~tenure ~~succeed.~~as WeFlorida's ~~are~~Attorney ~~subject to all risks inherent in a developing business enterprise. Our likelihood of continued success must be considered in light of the problems~~General, ~~expenses,~~has ~~difficulties,~~not ~~complications,~~made ~~and~~specific ~~delays~~public ~~frequently~~statements ~~encountered in~~regarding ~~connection~~federal ~~with~~cannabis ~~manufacturing~~enforcement ~~specialty~~priorities ~~products~~since ~~and~~taking ~~the competitive and regulatory environment in which we operate~~office. ~~For~~Substantial ~~example, the~~uncertainty ~~cannabis~~regarding ~~industry~~United isStates afederal ~~new~~enforcement ~~industry~~therefore ~~that may not succeed, particularly should the Federal government change course and decide to prosecute those dealing in medical or recreational cannabis~~remains. InAt ~~such~~this ~~event~~time, there ~~may~~have ~~not~~been beno ~~an adequate market for our products. As a~~ new ~~industry,~~federal ~~there~~cannabis ~~are~~memorandums ~~few~~issued ~~established~~by ~~players~~the ~~whose~~Trump ~~business~~Administration ~~models~~or weany ~~can~~published ~~follow.~~change ~~Similarly, there is little information about comparable companies for potential investors to review~~ in ~~making~~federal aenforcement ~~decision about whether to invest in the Company~~policy.

~~Potential investors~~As ~~should~~of ~~consider~~May 2025, ~~among~~41 ~~other factors~~states, ~~our~~the ~~prospects~~District ~~for~~of ~~success~~Columbia, inPuerto ~~light~~Rico, ofGuam, the ~~risks~~Northern Mariana Islands, and ~~uncertainties~~the ~~encountered~~U.S. byVirgin ~~companies that,~~Islands ~~like~~have ~~us,~~legalized ~~are~~some inform ~~their~~of ~~early~~medical ~~stages.~~cannabis ~~For~~use, ~~example~~while 24 states, ~~unanticipated~~the ~~expenses~~District of Columbia, ~~unexpected~~Guam, ~~problems~~the Northern Mariana Islands, and ~~technical~~the ~~difficulties~~U.S. ~~may~~Virgin ~~occur and~~Islands ~~they~~have ~~may~~also ~~result~~legalized inadult-use ~~material~~(recreational) ~~delays~~cannabis. inThere can be no assurance that the ~~operation~~number of ~~our~~states ~~business,~~allowing inthe ~~particular~~use ~~with~~of ~~respect~~medicinal and recreational cannabis will continue to ~~our~~grow, ~~new~~and ~~products.~~there Weexists ~~may~~the ~~not~~possibility ~~successfully address~~that ~~these~~states ~~risks~~may reverse their positions and ~~uncertainties~~make ormedicinal ~~successfully~~and ~~implement~~recreational ~~our~~cannabis ~~operating~~illegal ~~strategies~~again. If weeither ~~fail~~of tothese doscenarios sooccurs, itnot ~~could~~only ~~materially~~will ~~harm our business to~~ the ~~point~~growth of ~~having~~our tobusiness ~~cease~~be ~~operations~~materially ~~and~~impacted, ~~could~~but ~~impair~~we ~~the~~may ~~value~~experience ofdeclining ~~our~~revenue ~~Common~~as ~~Stock to~~ the ~~point~~market ~~investors~~for ~~may~~our ~~lose their~~products ~~entire~~and ~~investment~~services contracts.

8Since 2020, several states have newly legalized recreational (adult-use) marijuana, including Arizona, Montana, New Jersey, New York, Virginia, Connecticut, New Mexico, Maryland, Minnesota, Ohio, and Delaware. Additionally, Mississippi and Alabama have established medical marijuana programs in recent years. The U.S. Virgin Islands legalized recreational use in January 2023, joining the growing number of U.S. territories with comprehensive cannabis reform.

~~Uncertainty~~ The Investment Company Act contains substantive legal requirements that regulate the manner in which “investment companies” are permitted to conduct their business activities. We believe that we have conducted our business in a manner that does not result in being characterized as an “investment company” under the Investment Company Act because we are primarily engaged in a non-investment company business. Although a portion of ~~profitability~~our assets may constitute investments in non-controlled entities, we believe that we are not an investment company as defined by the Investment Company Act. While we intend to conduct our operations such that we will not be deemed an investment company, such a determination would require us to initiate burdensome compliance requirements and comply with restrictions imposed by the Investment Company Act that would limit our activities, including limitations on our capital structure and our ability to transact with affiliates, which would have an adverse effect on our financial condition. To avoid such a determination, we may be required to conduct our business in a manner that does not subject us to the requirements of the Investment Company Act, which could have an adverse effect on our business. For example, we may be required to sell certain of our assets and pay significant taxes upon the sale or transfer of such assets

~~Our business~~Recent strategy may result in increased volatility of revenues and earnings. As we will only develop a limited number of products and services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered and their market acceptance.Developments

~~Our revenues~~Sale and our profitability may be adversely affected by economic conditions and changes in the market for medical and recreational marijuana. Our business is also subject to general economic risks that could adversely impact the results of ~~operations~~Pineapple ~~and~~Consolidated ~~financial condition~~Inc. (PCI)

~~Because of~~On January 31, 2025, the ~~anticipated~~Company ~~nature~~entered ofinto a Stock Purchase Agreement with Matthew Feinstein, who at the ~~products~~time ~~and~~was ~~services~~the ~~that~~Company's wePresident, ~~offer~~Chief Executive Officer, Treasurer, and ~~attempt~~Director. Pursuant to ~~develop~~the agreement, itthe isCompany ~~difficult~~sold toits ~~accurately~~remaining ~~forecast~~ownership ~~revenues and~~interest ~~operating~~in ~~results~~Pineapple ~~and~~Consolidated, ~~these~~Inc. ~~items~~(“PCI”) ~~could~~to ~~fluctuate~~Mr. Feinstein in exchange for a $3,000,000 reduction in the ~~future~~outstanding ~~due~~principal amount of a promissory note previously issued by PCI to the Company. As a ~~number~~result of ~~factors~~the transaction, the Company no longer retains any ownership interest in PCI. ~~These~~The ~~factors~~decision ~~may~~to ~~include,~~divest ~~among~~our ~~other things~~interest in PCI was part of a broader strategic shift to reduce regulatory exposure associated with direct participation in cannabis operations and to reposition the Company toward technology and consumer-facing ventures. The Company recorded a loss on the disposition of PCI of $14,296 during the ~~following:~~fiscal year ended January 31, 2025.

●Acquisition ~~Our ability to raise sufficient capital to take advantage~~ of ~~opportunities~~Majority ~~and~~Interest generate sufficient revenues to cover expenses. ● Our ability to source strong opportunities with sufficient risk adjusted returns. ● Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in ~~the~~GROOVY developing legal medical marijuana and recreational marijuana industries. ● The acceptance of the terms and conditions of our services. ● The amount and timing of operating and other costs and expenses. ● The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations. ● Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand. ● Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts. ● Adverse developments in the efforts to legalize marijuana or increased federal enforcement. ● Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. ● Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.Corporation

~~Cannabis remains~~On ~~illegal~~March ~~under~~5, ~~federal~~2025, ~~law~~subsequent to the end of the fiscal year, the Company completed the acquisition of a majority voting interest in GROOVY Company, Inc. (“GROOVY”), a Wyoming corporation and developer of a centralized, blockchain-based Platform as a Service (PaaS) tailored for the cannabis industry. GROOVY’s platform, built on Hyperledger Fabric, delivers product authentication, intellectual property protection, and seed-to-sale traceability solutions.

Cannabis is a categorized as a Schedule I controlled substance by the Drug Enforcement Agency and the United States Department of Justice and is illegal to grow, possess and consume under federal law. Even in those jurisdictions in which the use of medical cannabis has been legalized at the state level, its use remains a violation of federal law. The United States Supreme Court has ruled in United States v. Oakland Cannabis Buyers’ Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing the use of cannabis preempts state laws that legalize its use for medicinal or adult-retail purposes. Strict enforcement of federal law regarding cannabis would likely result in our inability to proceed with our business plan.6

9Key features of the GROOVY platform include:

~~The previous~~·NFT-based ~~Obama~~QR ~~administration~~code ~~has~~authentication ~~effectively stated that it is not an efficient use of resources~~ to ~~direct~~detect ~~federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use~~ and distribution of medical cannabis. In furtherance thereof, on August 29, 2013, the Department of Justice provided guidance to all U.S. federal prosecutors with respect to the enforcement of laws regarding cannabis via the publication of a memorandum authored by former US Attorney General James M. Cole (the “Cole Memo”). The Cole Memo stated that enforcement should be focused on eight priorities, which is to prevent: ~~(1)~~product distribution of cannabis to minors; (2) revenue from sale of cannabis to criminal enterprises, gangs and cartels; (3) transfer of cannabis from states where it is legal to states where it is illegal; (4) cannabis activity from being a pretext for trafficking of other illegal drugs or illegal activity; (5) violence of use of firearms in cannabis growth and distribution; (6) drugged driving and adverse public health consequences from cannabis use; (7) growth of cannabis on federal lands; and (8) cannabis possession or use on federal property.counterfeiting

~~On January~~·A 4,genetic ~~2017,~~library ~~the U.S. Attorney General Jeff Sessions rescinded the Cole Memo and restored the “rule of law.” Such rescission essentially shifts federal policy from the hands~~(Geno-~~off~~NFT) ~~approach~~for ~~adopted~~intellectual ~~under~~property ~~the~~registration ~~Obama administration to allowing federal prosecutors across the U.S. to decide individually how to prioritize resources to crack down on pot possession, distribution~~ and ~~cultivation~~automated ofroyalty ~~the drug in states where it is legal. Furthermore, the Trump administration has previously indicated that it will pursue the enforcement of federal cannabis laws.~~distribution

~~While we~~·Verified doproduct ~~not~~provenance believe our current activities involve those enumerated in the Cole Memo, in light of the rescission of the memo by the current Attorney General, federal prosecutors will now have significant discretion on their interpretation of these priorities, and nolab ~~assurances can~~result be given that federal prosecutors will agree with our position. We therefore cannot provide assurance that our actions are in full compliance with the Cole Memo or any other state or federal laws or regulations. In addition, there is no guarantee that the current administration will not further change its policy regarding the strict enforcement of federal laws or the eight listed priorities. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws even stronger. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us and our shareholders.tracking

~~The cannabis~~·A ~~industry~~consumer-facing ~~faces~~mobile ~~strong~~app ~~opposition.~~offering rewards-based engagement

~~It is~~·Integration ~~believed~~with byinventory, many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry does not want to cede control of any product that could generate significant revenue. For examplecompliance, ~~medical cannabis~~and ~~will~~supply ~~likely~~chain ~~adversely~~systems ~~impact~~used ~~the existing market for medicines sold~~ by ~~mainstream pharmaceutical companies that contain active ingredients from cannabis. Furthermore~~growers, ~~the medical marijuana industry could face a material threat from the pharmaceutical industry~~retailers, ~~should~~ ~~marijuana 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.regulators

~~Additionally, we~~·A ~~are~~data ~~substantially~~analytics ~~dependent on continued market acceptance~~ and ~~proliferation~~marketplace ofenvironment ~~consumers~~for ofecosystem-wide cannabis, medical marijuana, and recreational marijuana. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result consumer demand will continue to grow. While we believe that the market and opportunity in the marijuana space continues to grow, we cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry will adversely affect our business operations.insights

~~There is~~This ~~uncertainty~~strategic ~~regarding~~acquisition marks the ~~availability~~Company’s entry into blockchain-driven authentication and supply chain transparency for the regulated cannabis sector, positioning it at the intersection of ~~U.S.~~cannabis, ~~federal~~compliance ~~patent~~technology, and ~~trademark~~Web3 ~~protection~~infrastructure.

~~As long~~Item ~~as cannabis remains illegal under U~~1A.S. ~~federal~~Risk law, the benefit of certain federal laws and protections which may be available to most businesses, such as federal trademark and patent protection regarding the intellectual property of a business, may not be available to usFactors. As a result, our intellectual property may never be adequately or sufficiently protected against the use or misappropriation by third parties. In addition, since the regulatory framework of the cannabis industry is in a constant state of flux, we can provide no assurance that it will ever obtain any protection of its intellectual property, whether on a federal, state, or local level.

10Risks Related to Our Company and Our Business

~~There may~~We behave a ~~U.S.~~limited ~~Food~~operating history and ~~Drug~~operate ~~Administration~~in ~~(“FDA”)~~a ~~risk~~new industry, and we may not succeed.

~~If legalization~~We ~~occurs~~have ~~federally~~a limited operating history and may not succeed. We are subject to all risks inherent in a developing business enterprise. Our likelihood of continued success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with manufacturing specialty products and the ~~FDA~~competitive ~~could~~and ~~impose~~regulatory ~~additional~~environment ~~regulations~~in orwhich ~~risks~~we onoperate. For example, the cannabis industry is a new industry that may not succeed, particularly should the Federal government change course and decide to prosecute those dealing in medical or recreational cannabis. In such event, there may not be an adequate market for our products. As a new industry, there are few established players whose business models we can follow. Similarly, there is little information about comparable companies for potential investors to review in making a decision about whether to invest in the Company.

Potential investors 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. For example, unanticipated expenses, unexpected problems, and technical difficulties may occur and they may result in material delays in the operation of our business, in particular with respect to our new products. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could ~~experience~~materially ~~difficulty~~harm ~~enforcing~~our business to the point of having to cease operations and could impair the value of our ~~contracts~~Common Stock to the point investors may lose their entire investment.

~~Due to~~Uncertainty ~~the nature~~ of ~~our business and the fact that our equity method investee, Pineapple Consolidated, Inc~~profitability. contracts involve cannabis and other activities that are not legal under U.S. federal law and in some jurisdictions, we may face difficulties in enforcing our contracts in federal and certain state courts. The inability to enforce any of our contracts could have a material adverse effect on our business, operating results, financial condition, or prospects.

We Our business strategy may result in increased volatility of revenues and ~~our~~earnings. ~~customers~~As we will only develop a limited number of products and ~~clients~~services ~~may~~at ~~have~~a ~~difficulty~~time, ~~accessing~~our ~~the~~overall ~~service~~success will depend on a limited number of ~~banks~~products and services, which may ~~make~~cause itvariability ~~difficult~~and ~~for~~unsteady ~~them~~profits toand ~~operate~~losses depending on the products and services offered and their market acceptance.

~~Since the~~Our ~~use~~revenues ofand ~~cannabis~~our isprofitability ~~illegal~~may ~~under~~be ~~federal~~adversely ~~law,~~affected ~~there~~by iseconomic aconditions ~~compelling~~and ~~argument~~changes ~~that~~in ~~banks~~the ~~cannot~~market ~~accept~~ for ~~deposit~~medical ~~funds~~and ~~from~~recreational ~~businesses involved with cannabis~~marijuana. ~~While~~Our ~~the~~business ~~Financial~~is ~~Crimes~~also ~~Enforcement~~subject ~~Network (“FinCEN”) has provided guidance~~ to ~~financial~~general ~~institutions on~~economic ~~how~~risks tothat ~~provide~~could ~~services~~adversely toimpact ~~marijuana-related businesses consistent with their Bank Secrecy Act obligations,~~ the ~~decision~~results ~~to open, close, or refuse accounts and/or relationships are made at the discretion~~ of ~~the~~operations banking institution. Consequently, businesses involved in the cannabis industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for us and ~~our~~financial ~~clients to operate~~condition.

~~Due to~~Because ~~our~~of ~~ancillary~~the ~~involvement~~anticipated innature of the ~~cannabis~~products ~~industry,~~and services that we ~~may~~offer ~~have~~and aattempt to develop, it is difficult ~~time~~to ~~obtaining~~accurately ~~the~~forecast ~~various~~revenues ~~insurances~~and ~~that~~operating ~~are~~results ~~desired to~~and ~~operate~~these ~~our~~items ~~business,~~could ~~which~~fluctuate ~~may~~in ~~expose~~the usfuture due to ~~additional~~a ~~risk~~number ~~and~~of ~~financial liability~~factors. These factors may include, among other things, the following:

~~Insurance that~~·Our isability ~~otherwise readily available, such as general liability, and directors and officer’s insurance, is more difficult for us~~ to ~~find,~~raise ~~and~~sufficient ~~more~~capital ~~expensive, because we are service providers~~ to ~~companies~~take inadvantage ~~the~~of ~~cannabis~~opportunities industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and ~~may~~generate ~~expose~~sufficient usrevenues to ~~additional~~cover ~~risk and financial liabilities~~expenses.

~~The cannabis~~·Our ~~industry~~ability isto ~~relatively~~source ~~new~~strong opportunities with sufficient risk adjusted returns.

We are operating in a relatively new industry and market. In addition to being subject to general business risks, we must continue to build brand awareness in this industry and market share through significant investments in our strategy, production capacity, quality assurance and compliance with regulations. Research in the United States and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids, such as cannabidiol, or CBD, and tetrahydrocannabinol, or THC, remains in relatively early stages. Few clinical trials on the benefits of cannabis or isolated cannabinoids have been conducted. Future research and clinical trials may draw opposing conclusions to statements contained in the articles, reports and studies currently favored, or could reach different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to medical cannabis, which could adversely affect social acceptance of cannabis and the demand for our products and dispensary services.7

~~Accordingly, there~~·Our isability noto ~~assurance~~manage ~~that~~our ~~the~~capital ~~cannabis industry~~ and ~~the~~liquidity ~~market~~requirements ~~for~~based ~~medicinal~~on ~~and/or~~changing ~~adult-use~~market ~~cannabis~~conditions ~~will~~generally ~~continue to exist~~ and ~~grow as~~changes ~~currently anticipated or function and evolve~~ in ~~a manner consistent with management’s expectations and assumptions. Any event or circumstance that adversely affects~~ the ~~cannabis~~developing ~~industry,~~legal ~~such~~medical asmarijuana ~~the imposition of further restrictions on sales~~ and ~~marketing~~recreational ~~or further~~marijuana ~~restrictions on sales in certain areas and markets could have a material adverse effect on our business, financial condition, and results of operations~~industries.

11·The acceptance of the terms and conditions of our services.

~~We face~~·The ~~risks~~amount ~~due~~and totiming ~~industry~~of ~~immaturity~~operating orand ~~limited~~other ~~comparable,~~costs ~~competitive,~~and ~~or established industry best practices~~expenses.

~~As a~~·The ~~relatively~~nature ~~new industry, there are not many established operators in the medical~~ and ~~adult~~extent ~~use~~of ~~cannabis~~competition ~~industries~~from ~~whose~~other ~~business models we can follow or build upon. Similarly, there is no or limited information about comparable~~ companies ~~available~~that ~~for~~may ~~potential~~reduce ~~investors to~~market ~~review~~share inand ~~making~~create apressure ~~decision~~on ~~about~~pricing ~~whether~~and toinvestment ~~invest~~return ~~in us~~expectations.

~~Shareholders and~~·Adverse ~~investors~~changes ~~should consider, among other factors, our prospects for success~~ in ~~light of~~ the ~~risks~~national and ~~uncertainties~~regional ~~encountered~~economies ~~by companies, like us, that are~~ in ~~their~~which ~~early~~we ~~stages.~~will ~~For~~participate, ~~example~~including, ~~unanticipated~~but ~~expenses~~not ~~and~~limited ~~problems or technical difficulties may occur~~to, ~~which~~ ~~may~~changes ~~result~~ in ~~material delays in the operation of~~ our ~~business.~~performance, Wecapital ~~may fail to successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so~~availability, ~~it could materially harm our business to the point of having to cease operations~~ and ~~could~~market ~~impair the value of the Subordinate Voting Shares to the extent that investors may lose their entire investments~~demand.

~~Our ability~~·Adverse changes in the projects in which we plan to ~~grow~~invest, which result from factors beyond our ~~medical~~control, ~~and~~including, ~~adult-use~~but ~~cannabis~~not ~~product~~limited ~~offerings~~to, ~~and~~a ~~dispensary~~change ~~services~~in ~~may~~circumstances, becapacity ~~limited~~and economic impacts.

~~As we~~·Adverse ~~introduce~~developments or expand our medical and adult-use cannabis product offerings and dispensary services, we may incur losses or otherwise fail to enter certain markets successfully. Our expansion into new markets may place us in ~~competitive and regulatory environments with which we are unfamiliar and involve various risks, including~~ the ~~need~~efforts to ~~invest~~legalize ~~significant~~marijuana ~~resources and the possibility that returns on those investments will not be achieved for several years, if at all. In attempting to establish new product offerings~~ or ~~dispensary services,~~increased wefederal may incur significant expenses and face various other challenges, such as expanding our work force and management personnel to cover these markets and complying with complicated cannabis regulations that apply to these marketsenforcement. In addition, we may not successfully demonstrate the value of these product offerings and dispensary services to consumers, and failure to do so would compromise our ability to successfully expand these additional revenue streams.

~~Laws and~~·Changes ~~regulations~~in ~~affecting~~laws, ~~the~~regulations, ~~cannabis~~accounting, ~~industry are constantly changing~~taxation, ~~which~~and ~~could~~other ~~detrimentally~~requirements ~~affect~~affecting our ~~business,~~operations and ~~we cannot predict the impact that future regulations may have on us~~business.

~~Local, state~~·Our ~~and~~operating ~~federal~~results ~~medical~~may ~~cannabis~~fluctuate ~~laws~~from ~~and~~year ~~regulations are broad in scope, and they are subject~~ to ~~evolving~~year ~~interpretations,~~due ~~which could require our licensees~~ to ~~incur substantial costs associated with compliance or to alter one or more of their sales or marketing practices. For example,~~ the ~~rescission~~factors oflisted ~~the~~above ~~Cole~~and ~~Memo~~others bynot Ulisted.S. ~~Attorney~~At ~~General Jeff Sessions on January 4~~times, ~~2018. In addition, violations of~~ these ~~laws,~~ orfluctuations ~~allegations~~may ofbe such violations, could disrupt our license business and result in a material adverse effect on our revenues under our license agreements, which would negatively affect our profitability and financial conditionsignificant.

~~In addition,~~Cannabis itremains isillegal ~~possible~~under ~~that~~federal ~~regulations may be enacted in the future that will be directly applicable to us and our business~~law. 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. These potential effects could include, however, requirements for the revisions to our business model to meet new standards, the recall or discontinuance of certain products, or additional record keeping and reporting requirements. Any or all of these requirements could have a material adverse effect on our business, financial condition, and results of operations.

~~We are~~Cannabis ~~subject~~is toa ~~complex~~categorized ~~laws~~as a Schedule I controlled substance by the Drug Enforcement Agency and ~~regulations,~~the ~~including~~United ~~environmental~~States ~~laws~~Department of Justice and ~~regulations~~is illegal to grow, possess and consume under federal law. Even in those jurisdictions in which ~~can~~the ~~adversely~~use ~~affect~~of medical cannabis has been legalized at the ~~cost~~state level, ~~manner~~ its use remains a violation of federal law. The United States Supreme Court has ruled in United States v. Oakland Cannabis Buyers’ Coop. and ~~feasibility~~Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing the use of ~~doing~~cannabis preempts state laws that legalize its use for medicinal or adult-retail purposes. Strict enforcement of federal law regarding cannabis would likely result in our inability to proceed with our business plan.

~~We are~~The ~~subject~~previous Obama administration has effectively stated that it is not an efficient use of resources to ~~complex~~direct ~~laws~~federal ~~and~~law ~~regulations,~~enforcement ~~including~~agencies ~~environmental~~to ~~laws~~prosecute ~~and~~those ~~regulations,~~lawfully ~~which~~abiding ~~can~~by ~~adversely~~state-designated ~~affect~~laws allowing the ~~cost,~~use ~~manner~~ and ~~feasibility~~distribution of ~~doing~~medical ~~business~~cannabis. ~~The~~In ~~operations~~furtherance ~~and~~thereof, ~~facilities~~on ofAugust ~~our~~29, ~~facilities~~2013, ~~will~~the beDepartment ~~subject~~of toJustice ~~extensive~~provided ~~federal,~~guidance ~~state,~~to ~~and~~all ~~local laws~~U.S. ~~and~~federal ~~regulations~~prosecutors ~~relating~~with respect to the ~~growth~~enforcement of laws regarding cannabis ~~and~~via the ~~manufacture~~publication ~~and~~of a memorandum authored by former US Attorney General James M. Cole (the “Cole Memo”). The Cole Memo stated that enforcement should be focused on eight priorities, which is to prevent: (1) distribution of ~~products~~cannabis ~~containing~~to ~~cannabis~~minors; (~~and/or its~~2) ~~psychoactive~~revenue ~~compound~~from sale of cannabis to criminal enterprises, ~~THC~~gangs and cartels; (3). ~~Such~~transfer ~~existing~~of ~~laws~~cannabis orfrom ~~regulations~~states ~~regarding~~where it is legal to states where it is illegal; (4) cannabis ~~and~~activity ~~its~~from ~~psychoactive~~being ~~compound,~~a aspretext ~~currently~~for ~~interpreted or~~trafficking ~~reinterpreted~~of inother ~~the~~illegal ~~future,~~drugs or ~~future~~illegal ~~laws~~activity; or(5) ~~regulations,~~violence ~~may~~of ~~adversely~~use ~~affect~~of ~~our~~firearms ~~businesses~~in cannabis growth and ~~sales.~~distribution; ~~Consequently,~~(6) ~~our~~drugged ~~revenues would~~driving ~~thereby~~and ~~decrease,~~adverse ~~which~~public ~~may~~health ~~have~~consequences afrom ~~material~~cannabis ~~adverse~~use; ~~effect~~(7) growth of cannabis on ~~our~~federal ~~results~~lands; ofand ~~operations~~(8) cannabis possession or use on federal property.

12On January 4, 2017, the U.S. Attorney General Jeff Sessions rescinded the Cole Memo and restored the “rule of law.” Such rescission essentially shifts federal policy from the hands-off approach adopted under the Obama administration to allowing federal prosecutors across the U.S. to decide individually how to prioritize resources to crack down on pot possession, distribution and cultivation of the drug in states where it is legal. Furthermore, the Trump administration has previously indicated that it will pursue the enforcement of federal cannabis laws.

~~Ordinary and~~While ~~necessary~~we ~~business~~do ~~deduction~~not ~~other~~believe ~~than~~our current activities involve those enumerated in the ~~cost~~Cole Memo, in light of ~~goods~~the ~~sold~~rescission ~~are~~of ~~disallowed~~the memo by the ~~Internal~~current ~~Revenue~~Attorney ~~Service~~General, ~~for~~federal ~~Cannabis~~prosecutors ~~companies under~~will now have significant discretion on their interpretation of these priorities, and no assurances can be given that federal prosecutors will agree with our position. We therefore cannot provide assurance that our actions are in full compliance with the ~~Internal~~Cole ~~Revenue~~Memo ~~Code~~or (any other state or federal laws or regulations. In addition, there is no guarantee that the ~~“IRC”)~~current ~~Section~~administration ~~280E~~will not further change its policy regarding the strict enforcement of federal laws or the eight listed priorities. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws even stronger. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us and our shareholders.

IRC Section 280E prohibits cannabis businesses from deducting ordinary and necessary business expenses pertaining to cannabis sale, forcing the Company to contend with higher effective federal tax rates than similar companies in other industries. This onerous tax burden significantly impacts the profitability of the cannabis businesses and may make the pricing of its products less competitive.8

~~If no~~The ~~additional states allow the medicinal or adult-retail use of~~ cannabis, orindustry iffaces ~~one~~strong ~~or more states that currently allow it, reverse their position, we may not be able to continue our growth, or the market for our products and services may decline~~opposition.

~~As of~~It ~~January~~is ~~31,~~believed ~~2024,~~by 40many ~~states and~~that ~~the~~large ~~District~~well-funded ofbusinesses ~~Columbia,~~may ~~the~~have ~~Northern~~a ~~Mariana~~strong ~~Islands,~~economic ~~Guam~~opposition ~~and~~to ~~Puerto~~the ~~Rico~~cannabis ~~have~~industry. ~~passed~~We ~~laws allowing~~believe ~~some~~that ~~degree~~the ofpharmaceutical ~~medical~~industry ~~use~~does ofnot ~~cannabis,~~want ~~while~~to ~~eighteen~~cede ~~(18)~~control of ~~those~~any ~~states~~product ~~and~~that ~~the~~could ~~District~~generate ofsignificant ~~Columbia,~~revenue. ~~the~~For ~~Northern Mariana Islands~~example, ~~and~~medical ~~Guam,~~cannabis ~~have~~will ~~also~~likely ~~legalized~~adversely impact the ~~adult-use~~existing ofmarket ~~cannabis.~~for ~~There~~medicines ~~can~~sold beby nomainstream ~~assurance~~pharmaceutical companies that ~~number~~contain ofactive ~~states~~ingredients ~~that~~from ~~allow~~cannabis. Furthermore, the ~~use of~~medical ~~medicinal~~marijuana ~~and~~industry ~~recreational~~could ~~cannabis~~face ~~will~~a ~~grow,~~material ~~and~~threat iffrom itthe ~~does~~pharmaceutical ~~not~~industry, ~~there~~should ~~can~~marijuana bedisplace noother ~~assurance~~drugs ~~that~~or ~~the~~encroach 37upon ~~existing~~the ~~states~~pharmaceutical ~~and/or~~industry’s ~~the District~~products. ofThe ~~Columbia~~pharmaceutical ~~will~~industry ~~not~~is ~~reverse~~well ~~their~~funded ~~position~~with ~~and~~a ~~make~~strong ~~medicinal~~ and ~~recreational~~experienced ~~cannabis~~lobby ~~illegal~~that ~~again.~~eclipses Ifthe ~~either~~funding of ~~these~~the ~~things happens,~~medical ~~then~~cannabis ~~not~~movement. ~~only~~Any ~~will~~inroads the ~~growth~~pharmaceutical ofindustry ~~our~~could ~~business~~make bein ~~materially~~halting ~~impacted,~~or ~~but~~impeding wethe ~~may~~cannabis ~~experience~~industry ~~declining~~could ~~revenue~~have asa ~~the~~detrimental ~~market for~~impact on our ~~products~~proposed ~~and services declines~~business.

~~Arizona~~Additionally, ~~Montana,~~ ~~New~~we ~~Jersey,~~are ~~South~~substantially ~~Dakota,~~dependent ~~New~~on ~~York,~~continued ~~Virginia~~market acceptance and proliferation of consumers of cannabis, ~~Connecticut~~medical marijuana, and ~~New~~recreational ~~Mexico~~marijuana. ~~passed~~We ~~laws~~believe ~~allowing~~that ~~recreational~~as ~~(adult-use)~~marijuana becomes more accepted the stigma associated with marijuana use will diminish and ~~Mississippi~~as a result consumer demand will continue to grow. While we believe that the market and ~~Alabama~~opportunity ~~passed~~in anthe ~~initiative~~marijuana ~~allowing~~space ~~medical~~continues to grow, we cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry will adversely affect our business operations.

~~We may~~There ~~not~~is beuncertainty ~~able~~regarding tothe ~~effectively~~availability ~~control~~of ~~and~~U.S. ~~manage~~federal ~~our~~patent ~~growth~~and trademark protection.

~~Our strategy~~As ~~envisions~~long aas ~~period~~cannabis ofremains ~~potentially~~illegal ~~rapid~~under ~~growth~~U.S. Wefederal ~~currently~~law, ~~maintain~~the ~~nominal~~benefit ~~administrative~~of certain federal laws and ~~personnel~~protections ~~capacity~~which ~~due~~may be available to ~~the startup~~most ~~nature~~businesses, ofsuch ~~our~~as ~~business,~~federal trademark and ~~our~~patent ~~expected~~protection ~~growth~~regarding ~~may~~the ~~impose~~intellectual aproperty ~~significant~~of ~~burden~~a onbusiness, ~~our~~may ~~future~~not ~~planned~~be ~~administrative~~available ~~and~~to ~~operational resources~~us. ~~The~~As ~~growth~~a ofresult, our ~~business~~intellectual property may ~~require~~never ~~significant~~be ~~investments~~adequately ofor ~~capital~~sufficiently ~~and~~protected ~~increased~~against ~~demands~~the onuse ~~our~~or ~~management,~~misappropriation ~~workforce and~~by ~~facilities~~third parties. WeIn ~~will~~addition, besince ~~required~~the toregulatory ~~substantially~~framework ~~expand~~of ~~our~~the ~~administrative~~cannabis ~~and~~industry ~~operational~~is ~~resources~~in ~~and~~a ~~attract,~~constant ~~train,~~state ~~manage~~of ~~and retain~~flux, ~~qualified~~we ~~management~~can ~~and~~provide ~~other~~no ~~personnel.~~assurance ~~Failure~~that toit dowill soever orobtain ~~satisfy~~any ~~such~~protection ~~increased~~of ~~demands~~its ~~would~~intellectual ~~interrupt~~property, orwhether ~~would~~on ~~have~~ a ~~material adverse~~federal, ~~effect~~state, onor ~~our~~local ~~business and results of operations~~level.

~~Our industry~~There ~~is highly competitive, and we have less capital and resources than many of our competitors which~~ may ~~give~~be ~~them~~a anU.S. ~~advantage in~~Food ~~developing~~ and ~~marketing~~Drug ~~products~~Administration ~~similar~~(“FDA”) ~~to ours or make our products obsolete~~risk.

~~We are~~If ~~involved~~legalization inoccurs ~~a highly competitive industry where we may compete with numerous other companies who offer alternative methods or approaches~~federally, ~~who~~ ~~may~~the ~~have~~FDA ~~far~~could ~~greater~~impose ~~resources,~~additional ~~more~~regulations ~~experience, and personnel perhaps more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products similar to ours~~ or ~~products~~risks ~~that~~on ~~make our products obsolete~~cannabis. ~~There can be no assurance that we will be able to successfully compete against these other entities.~~

~~The success~~We ofcould ~~our~~experience ~~new~~difficulty ~~and~~enforcing ~~existing partnerships, products, and services is uncertain, and large resources may be required to sustain~~ our ~~current~~ ~~business model~~contracts.

~~We have~~Due ~~committed, and expect~~ to ~~continue~~the tonature ~~commit,~~of ~~significant~~our ~~resources~~business and ~~capital~~the tofact ~~develop~~that ~~and~~our ~~market~~equity ~~existing~~method ~~partnership~~investee, ~~product, and~~Pineapple ~~service enhancements as well as new partnerships~~Consolidated, ~~products and services~~Inc. ~~These~~contracts ~~partnerships,~~involve ~~products~~cannabis and ~~services are relatively new and untested, and we cannot assure you that we will achieve market acceptance for these partnerships, products, and services, or~~ other ~~new~~activities ~~partnerships, products and services~~ that weare ~~may~~not ~~offer~~legal inunder ~~the future~~U.S. ~~Moreover,~~federal ~~these~~law and ~~other~~in ~~new~~some ~~partnerships~~jurisdictions, ~~products~~we ~~and services~~ may beface ~~subject~~difficulties toin ~~significant~~enforcing ~~competition~~our ~~with~~contracts ~~offerings~~in byfederal ~~new~~ and ~~existing~~certain ~~competitors~~state ~~in our sector~~courts. InThe ~~addition,~~inability ~~new~~to ~~partnerships, products,~~enforce ~~services~~any ~~and enhancements may pose a variety~~ of ~~technical~~our ~~challenges~~contracts ~~and~~could ~~require~~have usa tomaterial ~~attract~~adverse ~~additional~~effect ~~qualified~~on ~~employees. The~~our ~~failure to successfully develop and market these new partnerships~~business, ~~products,~~operating ~~services~~results, ~~or enhancements could seriously harm our business,~~ financial condition, ~~and~~or ~~results of operations~~prospects.

13We and our customers and clients may have difficulty accessing the service of banks, which may make it difficult for them to operate.

~~Our business~~Since the use of cannabis is ~~dependent~~illegal ~~upon~~under ~~continued~~federal ~~market~~law, ~~acceptance~~there byis ~~consumers~~a compelling argument that banks cannot accept for deposit funds from businesses involved with cannabis. While the Financial Crimes Enforcement Network (“FinCEN”) has provided guidance to financial institutions on how to provide services to marijuana-related businesses consistent with their Bank Secrecy Act obligations, the decision to open, close, or refuse accounts and/or relationships are made at the discretion of the banking institution. Consequently, businesses involved in the cannabis industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for us and our clients to operate.

~~We are~~Due ~~substantially~~to ~~dependent~~our onancillary ~~continued~~involvement ~~market~~in ~~acceptance~~the ofcannabis ~~our products and our licensees’~~industry, ~~lessee’s,~~we ormay ~~tenant’s products~~have bya ~~consumers.~~difficult ~~Although~~time weobtaining ~~believe that~~ the ~~use~~various ofinsurances ~~cannabis~~that inare ~~the~~desired ~~United~~to ~~States~~operate isour ~~gaining stronger consumer acceptance~~business, ~~we cannot~~which ~~predict~~may ~~the~~expose ~~future~~us ~~growth~~to ~~rate~~additional risk and ~~size~~financial ~~of this market~~liability.

~~If we~~Insurance ~~fail~~that tois ~~successfully~~otherwise ~~introduce~~readily ~~new~~available, ~~partnerships~~such oras ~~products~~general liability, and directors and officer’s insurance, is more difficult for us to find, and more expensive, because we ~~may~~are ~~lose~~service ~~market~~providers ~~position~~to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to

New partnerships, products, and product improvements, and line extensions will be an important factor in our sales growth. If we fail to identify emerging consumer and technological trends, to maintain and improve the competitiveness of our existing partnerships and products or to successfully introduce new products on a timely basis, we may lose market position. Continued business development, product development, and marketing efforts have all the risks inherent in the development of new partnerships, products, and line extensions, including development delays, the failure of new partnerships, products and line extensions to achieve anticipated levels of market acceptance and the cost of failed product introductions.9

~~We may~~us. beIf ~~unable~~we are forced to ~~adequately~~go ~~protect~~without orsuch ~~enforce~~insurances, it may prevent us from entering into certain business sectors, may inhibit our ~~patents~~growth, and ~~proprietary~~may ~~rights~~expose us to additional risk and financial liabilities.

~~Our continuing~~The ~~success~~cannabis ~~depends,~~industry inis ~~part,~~relatively on our ability to protect our intellectual property and maintain the proprietary nature of our technology through a combination of patents, trademarks, licenses and other intellectual property arrangements, without infringing the proprietary rights of third partiesnew. We cannot assure that these patents, trademarks, licenses and other intellectual property arrangements will be held valid if challenged, or that other parties will not claim rights in or ownership of our patent and other proprietary rights. We also cannot assure that our pending patents will be issued. Moreover, patents issued to us or those we license patents from may be circumvented or fail to provide adequate protection.

~~Litigation brought~~We byare ~~third~~operating ~~parties~~in ~~claiming~~a ~~infringement~~relatively new industry and market. In addition to being subject to general business risks, we must continue to build brand awareness in this industry and market share through significant investments in our strategy, production capacity, quality assurance and compliance with regulations. Research in the United States and internationally regarding the medical benefits, viability, safety, efficacy and dosing of ~~their~~cannabis ~~intellectual~~or ~~property~~isolated ~~rights~~cannabinoids, such as cannabidiol, or ~~trying~~CBD, toand ~~invalidate~~tetrahydrocannabinol, ~~intellectual~~or ~~property~~THC, ~~rights owned~~remains in relatively early stages. Few clinical trials on the benefits of cannabis or ~~used~~isolated bycannabinoids ushave been conducted. Future research and clinical trials may bedraw ~~costly~~opposing conclusions to statements contained in the articles, reports and ~~time~~studies ~~consuming~~currently favored, or could reach different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to medical cannabis, which could adversely affect social acceptance of cannabis and the demand for our products and dispensary services.

~~We may~~Accordingly, ~~face~~there ~~lawsuits~~is ~~from~~no ~~time~~assurance tothat ~~time~~the ~~alleging~~cannabis ~~that~~industry ~~our~~and ~~intellectual~~the ~~property~~market ~~infringes~~for onmedicinal ~~third~~and/or adult-~~party~~use ~~intellectual~~cannabis ~~property,~~will continue to exist and/ grow as currently anticipated or ~~seeking to~~function ~~invalidate~~and evolve in a manner consistent with management’s expectations and assumptions. Any event or ~~limit~~circumstance ~~our~~that ~~ability~~adversely toaffects ~~use~~the cannabis industry, such as the imposition of further restrictions on sales and marketing or further restrictions on sales in certain areas and markets could have a material adverse effect on our ~~intellectual~~business, ~~property~~financial condition, and results of operations.

~~If we~~We ~~become~~face ~~involved~~risks indue ~~litigation,~~to weindustry ~~may~~immaturity ~~incur~~or ~~substantial~~limited ~~expense defending these claims and the proceedings may divert the attention of management~~comparable, ~~even if we prevail. An adverse determination in proceedings of this type could subject us to significant liabilities, allow our competitors to market~~ competitive ~~products without a license from us~~, ~~prohibit us from marketing our products~~ or ~~require~~established ~~us to~~industry ~~seek~~best ~~licenses from third parties that may not be available on commercially reasonable terms, if at all~~practices.

~~If we~~As a relatively new industry, there are ~~deemed~~not anmany ~~investment~~established ~~company~~operators ~~under~~in the ~~Investment~~medical ~~Company~~and ~~Act~~adult use cannabis industries whose business models we can follow or build upon. Similarly, ~~applicable~~there ~~restrictions~~is ~~could~~no ~~have~~or anlimited ~~adverse~~information ~~effect~~about oncomparable ~~our~~companies ~~business~~available for potential investors to review in making a decision about whether to invest in us.

~~The Investment~~Shareholders ~~Company~~and ~~Act~~investors ~~contains~~should ~~substantive~~consider, ~~legal~~among ~~requirements~~other ~~that~~factors, ~~regulate the manner in which “investment companies” are permitted to conduct their business activities. We believe that we have conducted~~ our ~~business~~prospects infor asuccess ~~manner that does not result~~ in ~~being characterized~~light asof anthe ~~“investment~~risks ~~company”~~and ~~under~~uncertainties ~~the~~encountered ~~Investment~~by ~~Company~~companies, ~~Act~~like ~~because~~us, wethat are ~~primarily engaged~~ in atheir ~~non-investment company~~early ~~business~~stages. ~~Although~~For ~~a portion of our assets may constitute investments in non-controlled entities~~example, ~~namely~~unanticipated ~~our~~expenses ~~subsidiary,~~and ~~PEC, provided~~problems ~~capital~~or totechnical ~~canna-related~~difficulties ~~business~~may ~~clientele~~occur, wewhich ~~believe~~may ~~that~~result wein ~~are~~material ~~not~~delays anin ~~investment company as defined by~~ the ~~Investment~~operation ~~Company Act.~~of ~~While we intend to conduct~~ our ~~operations~~business. ~~such~~We ~~that~~may wefail ~~will not be deemed an investment company, such a determination would require us~~ to ~~initiate~~successfully ~~burdensome~~address ~~compliance~~these ~~requirements~~risks and ~~comply~~uncertainties ~~with~~or ~~restrictions~~successfully ~~imposed~~implement ~~by the Investment Company Act that would limit~~ our ~~activities,~~operating ~~including~~strategies. ~~limitations~~If onwe ~~our~~fail ~~capital structure and our ability~~ to ~~transact~~do ~~with affiliates~~so, ~~which~~it ~~would~~could ~~have~~materially anharm ~~adverse effect on~~ our ~~financial condition. To avoid such a determination, we may be required to conduct our~~ business ~~in a manner that does not subject us~~ to the ~~requirements~~point of ~~the~~having ~~Investment~~to ~~Company~~cease ~~Act,~~operations ~~which~~and could ~~have~~impair anthe ~~adverse~~value ~~effect~~of onthe ~~our~~Subordinate ~~business.~~Voting ~~For~~Shares ~~example, we may be required~~ to ~~sell~~the ~~certain~~extent ofthat ~~our~~investors ~~assets~~may ~~and~~lose ~~pay~~their ~~significant~~entire ~~taxes upon the sale or transfer of such assets~~investments.

14Our ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited.

~~Damage from~~As ~~catastrophic~~we ~~weather~~introduce or expand our medical and ~~other~~adult-use ~~natural~~cannabis ~~events~~product offerings and ~~climate~~dispensary ~~change~~services, ~~could~~we ~~result~~may inincur losses or otherwise fail to enter certain markets successfully. Our expansion into new markets may place us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility that returns on those investments will not be achieved for several years, if at all. In attempting to establish new product offerings or dispensary services, we may incur significant expenses and face various other challenges, such as expanding our ~~Company~~work force and management personnel to cover these markets and complying with complicated cannabis regulations that apply to these markets. In addition, we may not successfully demonstrate the value of these product offerings and dispensary services to consumers, and failure to do so would compromise our ability to successfully expand these additional revenue streams.

~~Our buildings~~Laws and ~~land~~regulations ~~are~~affecting ~~susceptible~~the tocannabis ~~natural~~industry ~~disaster type of events that could interrupt and halt our tenant’s ability to grow and cultivate marijuana. They~~ are ~~located~~constantly ~~in areas that may experience catastrophic weather and other natural events from time to time~~changing, ~~including~~ ~~fires, windstorms or hurricanes, earthquakes, flooding or other severe weather. These adverse weather and natural events could cause substantial damages or losses to our properties~~ which could ~~exceed~~detrimentally our insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. We could also continue to be obligated to repay any obligations related to the property. Any such loss could materially and adversely affect our business ~~and our financial condition and results of operations. In addition~~, ~~changes in federal~~ and ~~state~~we ~~legislation~~cannot ~~and regulation~~predict ~~on climate change could result in increased capital expenditures to improve~~ the ~~energy~~impact ~~efficiency~~that offuture ~~our~~regulations ~~existing~~may ~~properties and~~have ~~could also require us to spend more~~ on ~~our new development properties without a corresponding increase in revenue~~us.

~~We may~~Local, bestate ~~required~~and federal medical cannabis laws and regulations are broad in scope, and they are subject to ~~recognize~~evolving ~~impairment~~interpretations, ~~charges~~which ~~that~~could require our licensees to incur substantial costs associated with compliance or to alter one or more of their sales or marketing practices. For example, the rescission of the Cole Memo by U.S. Attorney General Jeff Sessions on January 4, 2018. In addition, violations of these laws, or allegations of such violations, could ~~materially~~disrupt our license business and result in a material adverse effect on our revenues under our license agreements, which would negatively affect our ~~results~~profitability ofand ~~operations~~financial condition.

We assess our goodwill and other intangible assets, and our other long-lived assets as and when required by accounting principles generally accepted in the United States (“GAAP”) to determine whether they are impaired. If they are impaired, we would record appropriate impairment charges. It is possible that we may be required to record significant impairment charges in the future and, if we do so, our results of operations could be materially adversely affected.10

~~Our industry~~In addition, it is ~~subject~~possible that regulations may be enacted in the future that will be directly applicable to ~~intense~~us ~~competition~~and our 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. These potential effects could include, however, requirements for the revisions to our business model to meet new standards, the recall or discontinuance of certain products, or additional record keeping and reporting requirements. Any or all of these requirements could have a material adverse effect on our business, financial condition, and results of operations.

~~The Company~~We ~~has~~are ~~entered~~subject ~~the~~to ~~cannabis~~complex ~~distribution~~laws ~~business~~and ~~as a result of the Pineapple Consolidated~~regulations, ~~Inc.~~including ~~(PCI)~~environmental ~~share~~laws ~~exchange.~~and ~~There is potential that PCI will face intense competition from other companies~~regulations, ~~some of~~ which can ~~be expected to have longer operating histories and more financial resources and experience than the Company. Increased competition by larger and better-financed competitors could materially and~~ adversely affect the ~~business~~cost, ~~financial~~manner ~~condition,~~and ~~results~~feasibility of ~~operations~~doing ~~or prospects of the PCI~~business.

~~Because of~~We ~~the~~are ~~early~~subject ~~stage~~to ofcomplex ~~the~~laws ~~industry~~and inregulations, ~~which~~including ~~the~~environmental ~~PCI~~laws ~~operates~~and regulations, ~~the~~which ~~Company~~can ~~expects~~adversely toaffect ~~face~~the ~~additional~~cost, ~~competition~~manner ~~from~~and ~~new~~feasibility ~~entrants~~of doing business. ~~To become~~The operations and ~~remain~~facilities ~~competitive,~~of ~~PCI~~our facilities will ~~require~~be ~~research~~subject ~~and~~to ~~development~~extensive federal, ~~marketing~~state, ~~sales~~and local laws and ~~support.~~regulations ~~PCI~~relating ~~may~~to ~~not~~the ~~have~~growth ~~sufficient~~of ~~resources to~~cannabis ~~maintain~~and ~~research~~the manufacture and ~~development,~~distribution ~~marketing,~~of ~~sales~~products containing cannabis (and/or ~~support~~its ~~efforts~~psychoactive oncompound, aTHC). ~~competitive~~Such ~~basis~~existing ~~which~~laws ~~could~~or ~~materially~~regulations regarding cannabis and its psychoactive compound, as currently interpreted or reinterpreted in the future, or future laws or regulations, may adversely affect ~~the~~our ~~business~~businesses and sales. Consequently, ~~financial~~our ~~condition~~revenues would thereby decrease, ~~results~~which ofmay ~~operations~~have ora ~~prospects~~material ofadverse ~~the~~effect ~~Company~~on our results of operations.

~~As well,~~Ordinary ~~the legal landscape for medical~~ and ~~recreational~~necessary ~~marijuana~~business isdeduction ~~changing~~other ~~internationally.~~than ~~More countries have passed laws that allow for~~ the ~~production~~cost ~~and distribution~~ of ~~medical~~goods ~~marijuana~~sold inare ~~some~~disallowed ~~form~~by orthe ~~another.~~Internal WeRevenue ~~have~~Service ~~some~~for ~~international~~Cannabis ~~partnerships~~companies inunder ~~place,~~the ~~which may~~Internal beRevenue ~~affected~~Code ~~if more countries legalize medical marijuana. Increased international competition might lower~~ (the ~~demand~~“IRC”) ~~for~~Section ~~our products on a global scale~~280E.

~~New well-capitalized~~IRC ~~entrants~~Section ~~into~~280E ~~our~~prohibits ~~industry~~cannabis ~~may~~businesses ~~develop~~from ~~large-scale~~deducting ~~operations~~ordinary ~~which~~and ~~will~~necessary ~~make~~business itexpenses ~~difficult~~pertaining ~~for~~to ~~our~~cannabis ~~business~~sale, forcing the Company to ~~compete~~ contend with higher effective federal tax rates than similar companies in other industries. This onerous tax burden significantly impacts the profitability of the cannabis businesses and ~~remain~~may ~~profitable~~make the pricing of its products less competitive.

~~Currently, the~~If ~~marijuana~~no ~~industry~~additional ~~generally~~states isallow ~~comprised of individuals and small to medium-sized entities, however,~~ the ~~risk~~medicinal ~~remains that large conglomerates and companies who also recognize the potential for financial success through investment in this industry could strategically purchase~~ or ~~assume~~adult-retail ~~control~~use of ~~larger dispensaries and cultivation facilities. In doing so~~cannabis, ~~these~~or ~~larger~~if ~~competitors~~one ~~could~~or ~~establish~~more ~~price setting~~states ~~and~~that ~~cost~~currently ~~controls~~allow ~~which~~it, ~~would~~reverse ~~effectively~~their ~~“price~~position, ~~out”~~we ~~many~~may ofnot ~~the~~be ~~individuals~~able ~~and small~~ to ~~medium-sized~~continue ~~entities who~~our ~~currently~~growth, ~~make~~or up the ~~bulk~~market offor ~~the~~our ~~participants~~products ~~in the varied businesses operating within~~ and inservices ~~support~~may ~~of the medical marijuana industry~~decline. While the trend in most state laws and regulations seemingly deters this type of takeover, this industry remains quite nascent, so what the landscape will be in the future remains largely unknown, which in itself is a risk.

~~Our proposed~~As ~~business~~of ~~plan~~January is31, ~~subject~~2024, to40 ~~all~~states and ~~business~~the ~~risks~~District ~~associated~~of ~~with~~Columbia, ~~new~~the ~~business~~Northern ~~enterprises~~Mariana Islands, ~~including~~Guam ~~the~~and ~~absence~~Puerto ofRico ~~any~~have ~~significant operating~~passed ~~history~~laws ~~upon~~allowing ~~which~~some todegree ~~evaluate~~of anmedical ~~investment.~~use ~~The~~of ~~likelihood~~cannabis, ofwhile ~~our~~eighteen ~~success~~(18) ~~must~~of bethose ~~considered~~states inand ~~light~~the District of Columbia, the ~~problems~~Northern Mariana Islands, ~~expenses~~and Guam, ~~difficulties,~~ ~~complications~~have ~~and~~also ~~delays~~legalized ~~frequently~~the ~~encountered~~adult-use inof ~~connection~~cannabis. ~~with~~There ~~the~~can ~~formation~~be no assurance that number of astates ~~new~~that ~~business,~~allow the ~~development~~use of ~~new~~ ~~strategy~~medicinal and ~~the~~recreational ~~competitive~~cannabis ~~environment~~will ingrow, ~~which~~and ~~the~~if ~~Company~~it ~~will~~does ~~operate.~~not, Itthere iscan ~~possible~~be no assurance that the ~~Company~~37 ~~will~~existing ~~incur~~states ~~losses~~and/or in the ~~future~~District of Columbia will not reverse their position and make medicinal and recreational cannabis illegal again. ~~There~~If iseither noof ~~guarantee~~these ~~that~~things ~~the~~happens, ~~Company~~then not only will the growth of our business be ~~profitable~~materially impacted, but we may experience declining revenue as the market for our products and services declines.

15Arizona, Montana, New Jersey, South Dakota, New York, Virginia, Connecticut, and New Mexico passed laws allowing recreational (adult-use) marijuana and Mississippi and Alabama passed an initiative allowing medical marijuana.

~~Risks Related~~We may not be able to ~~Ownership~~effectively ofcontrol ~~Our~~and ~~Common~~manage ~~Stock~~our growth.

~~Due to~~Our ~~our~~strategy ~~connection~~envisions a period of potentially rapid growth. We currently maintain nominal administrative and personnel capacity due to the ~~cannabis~~startup ~~industry~~nature of our business, ~~there~~and ~~can~~our beexpected nogrowth ~~assurance~~may ~~that~~impose a significant burden on our ~~shares~~future planned administrative and operational resources. The growth of ~~common~~our ~~stock~~business ~~will~~may ~~ever~~require besignificant ~~approved~~investments ~~for~~of ~~listing~~ capital and increased demands on our management, workforce and facilities. We will be required to substantially expand our administrative and operational resources and attract, train, manage and retain qualified management and other personnel. Failure to do so or satisfy such increased demands would interrupt or would have a ~~national~~material ~~securities~~adverse ~~exchange~~effect on our business and results of operations.

Currently, shares of our common stock are traded on the OTC Pink Market and are not listed on any national securities exchange, such as the New York Stock Exchange or the NASDAQ Stock Market. Even if we desire to have our shares listed on a national securities exchange, the fact that our business is associated with the use of cannabis, the legal status of which is uncertain in some states and at the federal level, may make any efforts to become listed on a securities exchange more problematic as we believe national exchanges may be reluctant to list shares of companies whose business is associated with the recreational use of cannabis. While we plan to work with NASDAQ or other exchanges in an attempt to change their views of responsible cannabis related businesses, there can be no assurance that our common stock will ever be listed on NASDAQ or any other national securities exchange. As a result, our common stock may never develop an active trading market which may limit our investors’ ability to liquidate their investments or cause our stock price to be particularly volatile.11

Our ~~stock~~ ~~may~~industry beis ~~traded~~highly ~~infrequently~~competitive, and inwe ~~low~~have ~~volumes,~~less socapital ~~you~~and ~~may~~resources bethan ~~unable~~many toof ~~sell~~our ~~your~~competitors ~~shares~~which atmay orgive ~~near~~them ~~the~~an ~~quoted~~advantage ~~bid~~in ~~prices~~developing ifand ~~you need~~marketing products similar to ~~sell~~ours ~~your~~or ~~shares~~make our products obsolete.

~~Until our~~We ~~common~~are ~~stock~~involved isin ~~listed on~~ a ~~national~~highly ~~securities~~competitive ~~exchange,~~industry ~~our~~where ~~common~~we ~~stock~~ may ~~only~~compete ~~trade~~with onnumerous ~~one~~other ofcompanies ~~the~~who ~~OTC~~offer ~~Markets~~alternative ~~(if~~methods ~~we are successful in applying to trade on such marketplaces)~~ or ~~on the OTC Pink Market. In those markets~~approaches, ~~however,~~who ~~the shares of our common stock~~ may ~~trade infrequently~~have ~~and~~far ingreater ~~low volumes~~resources, ~~meaning~~more ~~that~~experience, ~~the~~and ~~number~~personnel ofperhaps ~~persons~~more ~~interested~~qualified inthan ~~purchasing~~we ~~our common stock at or near bid prices at any given time may be relatively small or non-existent~~do. AnSuch ~~investor~~resources may ~~find~~give itour ~~difficult~~competitors toan ~~obtain~~advantage ~~accurate~~in ~~quotations~~developing asand tomarketing ~~the~~products ~~market value~~similar ~~of our common stock or~~ to ~~sell~~ours ~~his~~ or ~~her~~products ~~shares~~that atmake orour ~~near~~products ~~bid~~obsolete. ~~prices~~There orcan atbe ~~all.~~no Inassurance ~~addition,~~that if we ~~fail~~will ~~to meet the criteria set forth in SEC reporting regulations, various requirements would~~ be ~~imposed~~able byto ~~law~~successfully oncompete ~~broker-dealers~~against ~~who~~these ~~sell our securities to persons~~ other ~~than established customers and accredited investors~~entities. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.

~~There currently~~The issuccess noof ~~active public market for~~ our ~~common~~new ~~stock~~ and ~~there~~existing ~~can~~partnerships, beproducts, noand ~~assurance~~services ~~that~~is anuncertain, ~~active~~and ~~public~~large ~~market~~resources ~~will~~may ~~ever~~be ~~develop. Failure~~required to ~~develop~~sustain ~~or maintain a trading market could negatively affect the value of~~ our ~~common~~current ~~stock~~business ~~and make it difficult or impossible for you to sell your shares~~model.

~~There is~~We ~~currently~~have nocommitted, ~~active~~and ~~public~~expect ~~market~~to ~~for~~continue ~~shares~~to ofcommit, ~~our~~significant ~~common~~resources ~~stock,~~ and ~~one~~capital ~~may~~to ~~never~~ develop. ~~Our~~and ~~common~~market ~~stock~~existing ispartnership, ~~currently~~product, ~~traded on~~and ~~the~~service ~~OTC~~enhancements ~~Pink~~as ~~Market.~~well ~~The~~as ~~OTC~~new ~~Pink~~partnerships, ~~Market~~products ~~is a thinly traded market~~ and ~~lacks the liquidity of certain other public markets with which some investors may have more experience~~services. WeThese ~~may~~partnerships, ~~not~~products ~~ever~~and beservices ~~able~~are torelatively ~~satisfy~~new ~~the~~and ~~requirements~~untested, toand bewe ~~quoted~~cannot onassure ~~the~~you ~~OTC~~that ~~Markets~~we orwill ~~satisfy the~~achieve ~~listing~~market ~~requirements~~acceptance tofor bethese ~~listed~~partnerships, ~~on a national securities exchange~~products, ~~which are often more widely traded~~ and ~~liquid markets. Some~~services, ~~but~~ ~~not all, of the factors which may delay~~ or ~~prevent~~other ~~the~~new ~~quotation~~partnerships, orproducts ~~listing of our common stock on a more widely-traded~~ and ~~liquid market~~services ~~include~~that ~~the~~we ~~following: our stockholders’ equity~~ may beoffer ~~insufficient;~~in the ~~market~~future. ~~value~~Moreover, ofthese ~~our~~and ~~outstanding~~other ~~securities~~new ~~may be~~partnerships, ~~too~~products ~~low;~~and ~~our~~services ~~net income from operations~~ may be ~~too~~subject ~~low;~~to ~~our~~significant ~~common~~competition ~~stock~~with ~~may~~offerings ~~not~~by benew ~~sufficiently~~and ~~widely~~existing ~~held;~~competitors wein ~~may~~our ~~not~~sector. beIn ~~able~~addition, ~~to secure~~new ~~market~~partnerships, ~~makers~~products, ~~for~~services ~~our common stock;~~ and weenhancements may ~~fail~~pose toa ~~meet~~variety ~~the~~of ~~rules~~technical challenges and ~~requirements~~require ~~mandated~~us ~~by the several exchanges and markets~~ to ~~have~~attract ~~our~~additional ~~common~~qualified ~~stock listed~~employees. ~~Should~~The wefailure ~~fail~~ to ~~satisfy~~successfully ~~the~~develop ~~initial~~and ~~listing~~market ~~standards~~these ofnew ~~the national exchanges or OTC Markets~~partnerships, ~~or our common stock is otherwise rejected for listing or quotation~~products, ~~and remains traded on the OTC Pink Market~~services, ~~the~~or ~~trading~~enhancements ~~price of our common stock~~ could ~~suffer~~seriously ~~and~~harm ~~the trading market for~~ our ~~common~~business, ~~stock~~financial ~~may~~condition ~~be less liquid,~~ and ~~our~~results ~~common stock price may be subject to increased volatility, making it difficult or impossible to sell shares~~ of ~~our common stock~~operations.

~~We do~~Our ~~not~~business ~~intend~~is todependent ~~pay~~upon ~~dividends~~continued inmarket ~~the~~acceptance ~~foreseeable~~by ~~future~~consumers.

We do ~~not~~are ~~intend~~substantially todependent ~~pay~~on ~~any~~continued ~~cash~~market ~~dividends~~acceptance inof ~~the~~our ~~foreseeable~~products ~~future.~~and Weour dolicensees’, ~~not~~lessee’s, ~~plan~~or ontenant’s ~~making~~products ~~any~~by ~~cash~~consumers. ~~distributions~~Although inwe believe that the ~~manner~~use of ~~a dividend~~cannabis orin ~~otherwise.~~the ~~Our~~United ~~Board~~States ofis ~~Directors~~gaining ~~presently~~stronger ~~intends~~consumer toacceptance, ~~follow~~we acannot ~~policy~~predict ofthe ~~retaining~~future ~~earnings,~~growth ifrate ~~any~~and size of this market.

16If we fail to successfully introduce new partnerships or products, we may lose market position.

~~Investors may~~New ~~experience~~partnerships, ~~dilution~~products, ofand ~~their~~product ~~ownership~~improvements, ~~interests~~and ~~because~~line extensions will be an important factor in our sales growth. If we fail to identify emerging consumer and technological trends, to maintain and improve the competitiveness of our existing partnerships and products or to successfully introduce new products on a timely basis, we may lose market position. Continued business development, product development, and marketing efforts have all the ~~future~~risks ~~issuance~~inherent in the development of ~~additional~~new ~~shares~~partnerships, products, and line extensions, including development delays, the failure of ~~our~~new ~~common~~partnerships, orproducts ~~preferred~~and ~~stock or~~line ~~other~~extensions ~~securities~~to ~~that~~achieve ~~are~~anticipated ~~convertible~~levels ~~into~~of ormarket ~~exercisable~~acceptance ~~for~~and ~~our~~the ~~common~~cost orof ~~preferred~~failed ~~stock~~product introductions.

~~In the~~We ~~future, we~~ may ~~issue~~be ~~our~~unable ~~authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are authorized~~ to ~~issue~~adequately anprotect ~~aggregate of 75,000,000 shares of common stock and 10,00,000 shares of “blank check” preferred stock. We may issue additional shares of our common stock~~ or ~~other~~enforce ~~securities that are convertible into or exercisable for~~ our ~~common~~patents stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We will need to raise additional capital in the near future to meet our working capital needs, and ~~there~~proprietary can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a price (or exercise or conversion prices) below the price an investor paid for stockrights.

~~Being~~ Our continuing success depends, in part, on our ability to protect our intellectual property and maintain the proprietary nature of our technology through a ~~public~~combination ~~company~~of ispatents, ~~expensive~~trademarks, licenses and ~~administratively~~other ~~burdensome~~intellectual property arrangements, without infringing the proprietary rights of third parties. We cannot assure that these patents, trademarks, licenses and other intellectual property arrangements will be held valid if challenged, or that other parties will not claim rights in or ownership of our patent and other proprietary rights. We also cannot assure that our pending patents will be issued. Moreover, patents issued to us or those we license patents from may be circumvented or fail to provide adequate protection.

~~As a~~Litigation ~~company~~brought ~~whose~~by ~~common~~third ~~stock~~parties isclaiming ~~registered~~infringement ~~under Section 12(g)~~ of ~~the~~their ~~Securities~~intellectual ~~Exchange~~property ~~Act~~rights ofor ~~1934,~~trying ~~as amended (the “Exchange Act”), we are fully subject~~ to ~~the~~invalidate ~~information~~intellectual ~~and~~property ~~reporting~~rights ~~requirements~~owned ofor ~~the~~used ~~Exchange~~by ~~Act~~us ~~and~~may ~~other~~be ~~federal~~costly ~~securities laws, rules~~ and ~~regulations related thereto, including compliance with the Sarbanes-Oxley Act. Complying with these laws and regulations requires the~~ time ~~and attention of our Board of Directors and management and increases our expenses~~consuming.

~~Among other~~We ~~things~~may face lawsuits from time to time alleging that our intellectual property infringes on third-party intellectual property, weand/or ~~are~~seeking ~~required~~to invalidate or limit our ability to: use our intellectual property.

●If ~~maintain~~we ~~and~~become ~~evaluate~~involved ~~a system of internal controls over financial reporting~~ in ~~compliance~~litigation, ~~with~~we ~~the~~may ~~requirements~~incur ofsubstantial ~~Section~~expense ~~404~~defending ofthese ~~the~~claims ~~Sarbanes-Oxley Act~~ and the ~~related~~proceedings ~~rules~~may ~~and~~divert ~~regulations of~~ the ~~SEC~~attention ~~and~~of ~~the~~management, ~~Public~~even ~~Company~~if ~~Accounting~~we ~~Oversight~~prevail. ~~Board;~~An ●adverse ~~maintain~~determination ~~policies relating to disclosure controls and procedures; ● prepare and distribute periodic reports~~ in ~~compliance~~proceedings ~~with~~of ~~our~~this ~~obligations~~type under federal securities laws; ● institute a more comprehensive compliance function, including corporate governance; and ● involve, to a greater degree, our outside legal counsel and accountants in the above activities.

The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders are expensive and much greater than that of a privately-held company, and compliance with these rules and regulations may require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of management. There can be no assurance that we will be able to comply with the applicable regulations in a timely manner, if at all. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage.12

~~Our common~~could ~~stock~~subject isus ~~subject~~to significant liabilities, allow our competitors to ~~the~~market ~~“penny~~competitive ~~stock”~~products ~~rules~~without ofa ~~the~~license ~~SEC~~from ~~and~~us, ~~the~~prohibit ~~trading~~us ~~market~~from inmarketing ~~the~~our ~~securities~~products isor ~~limited,~~require ~~which makes~~us ~~transactions~~to inseek ~~the~~licenses ~~stock~~from ~~cumbersome~~third ~~and~~parties that may ~~reduce~~not ~~the~~be ~~value~~available ofon ancommercially ~~investment~~reasonable interms, ~~the~~if ~~stock~~at all.

~~Rule 15g-9~~If ~~under~~we ~~the~~are ~~Exchange~~deemed ~~Act~~an ~~establishes~~investment ~~the~~company ~~definition~~under ~~of a “penny stock,” for~~ the ~~purposes~~Investment ~~relevant~~Company ~~to us~~Act, asapplicable ~~any~~restrictions ~~equity security~~could ~~that~~have ~~has a market price of less than $5.00 per share or with~~ an ~~exercise~~adverse ~~price~~effect ofon ~~less~~our ~~than $5~~business.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

17The Investment Company Act contains substantive legal requirements that regulate the manner in which “investment companies” are permitted to conduct their business activities. We believe that we have conducted our business in a manner that does not result in being characterized as an “investment company” under the Investment Company Act because we are primarily engaged in a non-investment company business. Although a portion of our assets may constitute investments in non-controlled entities, namely our subsidiary, PEC, provided capital to canna-related business clientele, we believe that we are not an investment company as defined by the Investment Company Act. While we intend to conduct our operations such that we will not be deemed an investment company, such a determination would require us to initiate burdensome compliance requirements and comply with restrictions imposed by the Investment Company Act that would limit our activities, including limitations on our capital structure and our ability to transact with affiliates, which would have an adverse effect on our financial condition. To avoid such a determination, we may be required to conduct our business in a manner that does not subject us to the requirements of the Investment Company Act, which could have an adverse effect on our business. For example, we may be required to sell certain of our assets and pay significant taxes upon the sale or transfer of such assets.

~~In order~~We tomay ~~approve~~be arequired ~~person’s~~to ~~account~~recognize ~~for~~impairment ~~transactions~~charges ~~in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination~~ that ~~the~~could ~~transactions~~materially inaffect ~~penny~~our ~~stocks~~results ~~are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable~~ of ~~evaluating the risks of transactions in penny stocks~~operations.

~~The broker~~We orassess ~~dealer~~our ~~must~~goodwill ~~also~~and ~~deliver,~~other ~~prior~~intangible toassets, ~~any~~and ~~transaction~~our inother along-lived ~~penny~~assets ~~stock,~~as aand ~~disclosure~~when ~~schedule~~required ~~prescribed~~ by ~~the~~accounting ~~SEC~~principles ~~relating~~generally ~~to the~~accepted ~~penny stock market, which,~~ in ~~highlight form: (a) sets forth~~ the ~~basis~~United onStates ~~which the broker or dealer made the suitability determination; and~~ (b“GAAP”) ~~confirms~~to ~~that~~determine ~~the~~whether ~~broker~~they orare ~~dealer~~impaired. ~~received~~If athey ~~signed~~are impaired, ~~written~~we ~~agreement~~would ~~from~~record ~~the~~appropriate ~~investor~~impairment ~~prior~~charges. toIt ~~the~~is ~~transaction.~~possible ~~Generally, brokers~~that we may be ~~less~~required ~~willing~~ to ~~execute~~record ~~transactions~~significant inimpairment ~~securities~~charges ~~subject~~in to the ~~“penny~~future ~~stock”~~and, ~~rules.~~if ~~This~~we ~~may~~do ~~make~~so, itour ~~more difficult~~results ~~for investors to dispose~~ of ~~our~~operations ~~common~~could ~~stock~~be ~~and~~materially ~~cause~~adversely ~~a decline in the market value of our common stock~~affected.

~~Disclosure also~~Risks ~~has~~Related to beOwnership ~~made about the risks~~ of ~~investing~~Our inCommon penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.Stock

~~Offers or~~Due ~~availability~~to ~~for~~our ~~sale~~connection ofto athe ~~substantial~~cannabis ~~number~~industry, ofthere ~~shares~~can ofbe no assurance that our shares of common stock ~~may~~will ~~cause~~ever ~~the~~be ~~price~~approved offor ~~our~~listing ~~common~~on ~~stock~~a tonational ~~decline~~securities exchange.

~~If our~~Currently, ~~stockholders~~shares ~~sell substantial amounts~~ of our common stock inare traded on the ~~public~~OTC ~~market~~Pink Market and are not listed on any national securities exchange, ~~including~~such ~~upon~~as the ~~expiration~~New ofYork ~~any~~Stock ~~lockup~~Exchange ~~periods~~ or the ~~statutory~~NASDAQ ~~holding~~Stock ~~period~~Market. ~~under~~Even ~~Rule~~if ~~144~~we desire to have our shares listed on a national securities exchange, orthe ~~issued~~fact ~~upon~~that our business is associated with the ~~conversion~~use of ~~preferred~~cannabis, ~~stock~~the legal status of which is uncertain in some states and at the federal level, itmay ~~could~~make ~~create~~any efforts to become listed on a ~~circumstance~~securities ~~commonly referred~~exchange tomore problematic as anwe ~~“overhang”~~believe ~~and~~national inexchanges ~~anticipation~~may be reluctant to list shares of ~~which~~companies whose business is associated with the ~~market~~recreational ~~price~~use of ~~our~~cannabis. ~~common~~While ~~stock~~we ~~could~~plan ~~fall.~~to ~~The~~work ~~existence of~~with NASDAQ or other exchanges in an ~~overhang,~~attempt ~~whether~~to orchange ~~not~~their ~~sales~~views ~~have~~of ~~occurred~~responsible orcannabis ~~are~~related ~~occurring~~businesses, ~~also~~there ~~could~~can ~~make~~be ~~more~~no ~~difficult~~assurance that our ~~ability~~common tostock ~~raise~~will ~~additional~~ever ~~financing through~~be ~~the~~listed ~~sale~~on ofNASDAQ ~~equity~~ or ~~equity-related~~any ~~securities~~other innational ~~the~~securities ~~future~~exchange. atAs a ~~time~~result, ~~and~~our ~~price~~common ~~that~~stock wemay ~~deem~~never ~~reasonable~~develop an active trading market which may limit our investors’ ability to liquidate their investments or ~~appropriate~~cause our stock price to be particularly volatile.

~~An investment~~Our instock ~~our~~may ~~securities~~be istraded ~~speculative~~infrequently and ~~there~~in ~~can~~low volumes, so you may be nounable ~~assurance~~to ofsell ~~any~~your ~~return~~shares onat ~~any~~or ~~such~~near ~~investment~~the quoted bid prices if you need to sell your shares.

~~An investment~~Until our common stock is listed on a national securities exchange, our common stock may only trade on one of the OTC Markets (if we are successful in applying to trade on such marketplaces) or on the OTC Pink Market. In those markets, however, the shares of our ~~securities~~common isstock ~~speculative~~may trade infrequently and ~~there~~in islow novolumes, ~~assurance~~meaning that ~~investors~~the ~~will~~number ~~obtain~~of persons interested in purchasing our common stock at or near bid prices at any ~~return~~given ontime ~~their~~may ~~investment~~be relatively small or non-existent. ~~Investors will~~An beinvestor ~~subject~~may find it difficult to ~~substantial~~obtain ~~risks~~accurate ~~involved~~quotations inas anto ~~investment~~the inmarket value of our ~~Company~~common stock or to sell his or her shares at or near bid prices or at all. In addition, ~~including~~if we fail to meet the ~~risk~~criteria ofset ~~losing~~forth ~~their~~in ~~entire~~SEC ~~investment~~reporting regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may

Our Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.13

~~Our Articles~~deter ofbroker-dealers ~~Incorporation~~from ~~provide~~recommending ~~that, unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada will be the exclusive forum for any derivative action~~ or ~~proceeding~~selling ~~brought on~~ our ~~behalf;~~common ~~any~~stock, ~~action~~which ~~asserting a~~may ~~breach~~further ofaffect ~~fiduciary duty; any action asserting a claim against us arising pursuant to~~ the ~~Nevada~~liquidity ~~Revised Statutes, our Articles~~ of ~~Incorporation~~ or our ~~bylaws~~common stock. This ~~choice~~would ofalso ~~forum~~make ~~provision~~it ~~does~~more ~~not~~difficult ~~preclude or contract the scope of exclusive federal or concurrent jurisdiction~~ for ~~any actions brought under the Securities Act or the Exchange Act. Accordingly, our exclusive forum provision will not relieve~~ us ~~of our duties~~ to ~~comply~~raise ~~with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations~~capital.

~~Any person~~There orcurrently ~~entity~~is ~~purchasing~~no oractive ~~otherwise~~public ~~acquiring~~market ~~any~~for ~~interest~~our incommon ~~any~~stock ofand ~~our~~there ~~securities~~can ~~shall~~ be ~~deemed~~no toassurance ~~have~~that ~~notice~~an ofactive ~~and~~public ~~consented to~~market ~~these~~will ~~provisions~~ever develop. ~~These~~Failure ~~exclusive-forum~~to ~~provisions~~develop ~~may~~or ~~limit~~maintain a ~~stockholder’s~~trading ~~ability~~market tocould ~~bring~~negatively aaffect ~~claim~~the invalue ~~a judicial forum~~ of ~~its~~ ~~choosing~~our ~~for~~common ~~disputes~~stock ~~with~~and usmake orit ~~our~~difficult ~~directors, officers~~ or ~~other~~impossible ~~employees,~~for ~~which~~you ~~may~~to ~~discourage~~sell ~~lawsuits~~your ~~against us and our directors, officers and other employees~~shares.

If There is currently no active public market for shares of our common stock, and one may never develop. Our common stock is currently traded on the OTC Pink Market. The OTC Pink Market is a ~~court~~thinly ~~were~~traded tomarket ~~find~~and lacks the ~~choice~~liquidity of ~~forum~~certain ~~provision~~other ~~contained~~public inmarkets ~~our~~with ~~Articles~~which ofsome ~~Incorporation~~investors may have more experience. We may not ever be able to satisfy the requirements to be ~~inapplicable~~quoted on the OTC Markets or ~~unenforceable~~satisfy ~~in an~~the ~~action~~listing requirements to be listed on a national securities exchange, wewhich ~~may~~are ~~incur~~often ~~additional~~more ~~costs~~widely ~~associated~~traded ~~with~~and ~~resolving~~liquid ~~such~~markets. ~~action~~Some, inbut ~~other~~not ~~jurisdictions~~all, of the factors which ~~could~~may ~~harm~~delay or prevent the quotation or listing of our ~~business, results~~common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations, may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and ~~financial~~we ~~condition.~~may ~~Even~~fail ifto meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we ~~are~~fail ~~successful~~to insatisfy ~~defending~~the ~~against~~initial ~~these~~listing ~~claims~~standards of the national exchanges or OTC Markets, ~~litigation~~or our common stock is otherwise rejected for listing or quotation, and remains traded on the OTC Pink Market, the trading price of our common stock could ~~result in~~suffer ~~substantial~~and ~~costs~~the trading market for our common stock may be less liquid, and our common stock price may be asubject ~~distraction~~to increased volatility, making it difficult or impossible to ~~management~~sell ~~and~~shares ~~other~~of ~~employees~~our common stock.

18We do not intend to pay dividends in the foreseeable future.

~~Item 1B~~We do not intend to pay any cash dividends in the foreseeable future. ~~Unresolved~~We ~~Staff~~do ~~Comments~~not plan on making any cash distributions in the manner of a dividend or otherwise. Our Board of Directors presently intends to follow a policy of retaining earnings, if any.

~~Not applicable~~Investors may experience dilution of their ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

~~Item 2~~In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. ~~Description~~We are authorized to issue an aggregate of ~~Property~~75,000,000 shares of common stock and 10,00,000 shares of “blank check” preferred stock. We may issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a price (or exercise or conversion prices) below the price an investor paid for stock.

~~We do~~Being ~~not~~a ~~own~~public ~~any~~company ~~real~~is ~~estate~~expensive orand ~~other~~administratively ~~properties~~burdensome.

~~Item 3~~As a company whose common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are fully subject to the information and reporting requirements of the Exchange Act and other federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act. ~~Legal~~Complying ~~Proceedings~~with these laws and regulations requires the time and attention of our Board of Directors and management and increases our expenses.

~~There are~~Among noother ~~pending legal proceedings to which the Company is a party or in which any director~~things, ~~officer~~we orare ~~affiliate~~required ~~of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse~~ to ~~the Company or has a material interest adverse to the Company.~~:

~~Item 4.~~·maintain ~~Mine~~and ~~Safety~~evaluate ~~Disclosures~~a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

~~Not applicable.~~14

~~PART II~~·maintain policies relating to disclosure controls and procedures;

~~Item 5.~~·prepare ~~Market~~and ~~for~~distribute ~~Common~~periodic ~~Equity~~reports ~~and~~in ~~Related~~compliance ~~Stockholder~~with ~~Matters~~our obligations under federal securities laws;

~~Market Information~~·institute a more comprehensive compliance function, including corporate governance; and

~~There is~~·involve, to a ~~limited~~greater ~~public~~degree, ~~market for~~ our ~~common~~outside ~~shares.~~legal ~~Our~~counsel ~~common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin~~ and isaccountants ~~characterized by wide fluctuations~~ in ~~trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in~~ the ~~future~~ ~~for~~above ~~our common stock~~activities.

~~OTC Bulletin~~The ~~Board~~costs ~~securities~~of ~~are~~preparing ~~not~~and ~~listed~~filing orannual ~~traded~~and onquarterly reports, proxy statements and other information with the ~~floor~~SEC and furnishing audited reports to stockholders are expensive and much greater than that of ana ~~organized~~privately-held ~~national~~company, orand ~~regional~~compliance ~~stock~~with ~~exchange.~~these ~~Instead~~rules and regulations may require us to hire additional financial reporting, ~~OTC~~internal ~~Bulletin Board~~controls ~~securities~~and ~~transactions~~other ~~are~~finance ~~conducted~~personnel, ~~through~~and will involve a ~~telephone~~material increase in regulatory, legal and ~~computer~~accounting ~~network~~expenses ~~connecting~~and ~~dealers~~the inattention ~~stocks~~of management. ~~OTC~~There ~~Bulletin~~can ~~Board issuers~~be ~~are~~no ~~traditionally~~assurance ~~smaller~~that ~~companies~~we ~~that~~will dobe ~~not~~able ~~meet~~to comply with the ~~financial~~applicable ~~and~~regulations ~~other~~in ~~listing~~a ~~requirements~~timely ofmanner, if at all. In addition, being a ~~regional~~public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or ~~national~~incur ~~stock exchange~~substantially higher costs to obtain this coverage.

As Our common stock is subject to the “penny stock” rules of ~~January~~the ~~31,~~SEC ~~2024,~~and wethe ~~have~~trading ~~had~~market in the securities is limited, ~~trading~~which ~~volume~~makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

~~Number~~ Rule 15g-9 under the Exchange Act establishes the definition of ~~Holders~~a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

~~As of~~In ~~January~~order ~~31,~~to ~~2024~~approve a person’s account for transactions in penny stocks, the ~~20,744,550~~broker ~~issued~~or dealer must: (a) obtain financial information and ~~outstanding~~investment ~~shares~~experience objectives of ~~common~~the ~~stock~~person ~~were~~and ~~held~~(b) bymake a ~~total~~reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of 17evaluating ~~shareholders~~the risks of ~~record~~transactions in penny stocks.

~~Dividends~~The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

~~No cash~~Disclosure ~~dividends~~also ~~were~~has ~~paid~~to onbe ~~our~~made ~~shares~~about the risks of ~~common~~investing ~~stock~~in ~~during~~penny stocks in both public offerings and in secondary trading and about the ~~fiscal~~commissions ~~year~~payable ~~ended~~to ~~January~~both 31the broker or dealer and the registered representative, ~~2024~~current quotations for the securities and ~~2023~~the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~Recent Sales~~Offers or availability for sale of ~~Unregistered~~a ~~Securities~~substantial number of shares of our common stock may cause the price of our common stock to decline.

~~The Company~~If ~~has~~our 75stockholders sell substantial amounts of our common stock in the public market,~~000~~ including upon the expiration of any lockup periods or the statutory holding period under Rule 144,~~000~~ or issued upon the conversion of preferred stock, ~~$0.001~~it ~~par~~could ~~value~~create ~~shares~~a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock ~~authorized~~could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

~~On July 27, 2017, the Company issued 2,800,000 shares of common stock to a director for cash proceeds of $2,800 at $0.001 per share.~~15

19An investment in our securities is speculative and there can be no assurance of any return on any such investment.

~~In January~~An ~~2019,~~investment ~~the~~in ~~Company~~our ~~issued~~securities ~~30,000~~is ~~shares~~speculative ofand ~~common~~there ~~stock~~is ~~for~~no ~~cash~~assurance ~~proceeds~~that ofinvestors ~~$600~~will atobtain $0any return on their investment.02 ~~per~~Investors ~~share~~will be subject to substantial risks involved in an investment in our Company, including the risk of losing their entire investment.

~~In December~~Our ~~2019~~Articles of Incorporation provide that, unless we consent in writing to the ~~Company~~selection ~~issued~~of 95an alternative forum,~~000~~ ~~shares~~the Eighth Judicial District Court of ~~common~~Clark ~~stock~~County, Nevada will be the sole and exclusive forum for ~~cash~~substantially ~~proceeds~~all ofdisputes $1between us and our stockholders,~~865~~ atwhich ~~$0.02~~could ~~per~~limit ~~share~~our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

~~In January~~Our ~~2020~~Articles of Incorporation provide that, unless we consent in writing to the ~~Company~~selection ~~issued~~of 25an alternative forum,~~000~~ ~~shares~~the Eighth Judicial District Court of ~~common~~Clark ~~stock~~County, Nevada will be the exclusive forum for ~~cash~~any ~~proceeds~~derivative action or proceeding brought on our behalf; any action asserting a breach of ~~$500~~fiduciary atduty; $0any action asserting a claim against us arising pursuant to the Nevada Revised Statutes, our Articles of Incorporation or our bylaws.02 ~~per~~This ~~share~~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. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

~~In November~~Any ~~2020,~~person ~~the~~or ~~Company~~entity ~~issued~~purchasing ~~330,000~~or ~~shares~~otherwise acquiring any interest in any of ~~common~~our ~~stock~~securities ~~for~~shall ~~cash~~be ~~proceeds~~deemed to have notice of ~~$6,600~~and atconsented $0to these provisions.02 ~~per~~These ~~share~~exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees.

~~In December~~If ~~2020,~~a court were to find the ~~Company~~choice ~~issued~~of ~~300,000~~forum ~~shares~~provision contained in our Articles of ~~common~~Incorporation ~~stock~~to ~~for~~be ~~cash~~inapplicable ~~proceeds~~or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of $6operations,~~000~~ atand $0financial condition.02 ~~per~~Even ~~share~~if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and other employees.

~~In February~~Item ~~2021,~~1B. ~~the~~Unresolved ~~Company~~Staff ~~issued 154,550 shares of common stock for cash proceeds of $3,091 at $0~~Comments.~~02 per share.~~

~~In December~~Not ~~2022, the Company canceled 2,800,000 shares of common stock to former officer and director, Yulia Lazaridou,~~applicable.

~~In December~~Item ~~2022,~~2. ~~the~~Description ~~Company issued 18,000,000 shares~~ of ~~common stock through a share exchange~~Property.

~~In January~~We ~~2023,~~do ~~the~~not ~~Company~~own ~~issued~~any ~~70,000~~real ~~shares~~estate ofor ~~common~~other ~~stock for services rendered to the Company~~properties.

~~During the~~Item ~~reporting~~3. ~~period~~Legal ~~the Company issued 1,340,000 shares of common stock for an aggregate purchase price of $670,000 (equal to a per share purchase price of $0~~Proceedings.50

There ~~were~~ 20are no pending legal proceedings to which the Company is a party or in which any director,~~744~~ officer or affiliate of the Company,~~550~~ ~~shares~~any owner of ~~common~~record ~~stock~~or ~~issued~~beneficially ~~and~~of ~~outstanding~~more asthan 5% of ~~January~~any 31class of voting securities of the Company, ~~2024~~or security holder is a party adverse to the Company or has a material interest adverse to the Company.

~~Purchase of~~Item ~~our~~4. ~~Equity~~Mine ~~Securities~~Safety ~~by Officers and Directors~~Disclosure.

~~On July~~Not ~~27, 2017, the Company offered and sold 2,800,000 restricted shares of common stock to former president and director, Yulia Lazaridou, for a purchase price of $0~~applicable.001 per share, for aggregate offering proceeds of $2,800, pursuant to Section 4(2) of the Securities Act of 1933 as she is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone. Those shares were canceled as part of a share exchange occurring on December 18, 2022.

~~Other Stockholder Matters~~16

~~None.~~PART II

~~Not applicable~~Market ~~to smaller reporting companies.~~Information

~~Item 7~~There is a limited public market for our common shares. ~~Management~~Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s ~~Discussion~~operations ~~and~~or ~~Analysis~~business ofprospects. ~~Financial~~We ~~Condition~~cannot ~~and~~assure ~~Results~~you ofthat ~~Operations~~ there will be a market in the future for our common stock.

~~The following~~OTC ~~discussion~~Bulletin ~~should~~Board besecurities ~~read~~are innot ~~conjunction~~listed ~~with~~or ~~our~~traded ~~financial~~on ~~statements,~~the ~~including~~floor ~~the~~of ~~notes~~an ~~thereto,~~organized ~~appearing~~national ~~elsewhere~~or ~~in this~~regional ~~annual~~stock ~~report~~exchange. ~~The~~Instead, ~~following~~OTC ~~discussion~~Bulletin ~~contains~~Board ~~forward-looking~~securities ~~statements~~transactions ~~that~~are ~~reflect~~conducted ~~our~~through ~~plans,~~a ~~estimates~~telephone and ~~beliefs.~~computer ~~Our~~network ~~actual results~~connecting ~~could~~dealers ~~differ~~in ~~materially~~stocks. ~~from~~OTC ~~those~~Bulletin ~~discussed~~Board inissuers ~~the~~are ~~forward-looking~~traditionally ~~statements.~~smaller ~~Our~~companies ~~audited~~that ~~financial~~do ~~statements~~not ~~are~~meet ~~stated~~the ~~in United~~financial ~~States Dollars~~ and ~~are~~other ~~prepared~~listing inrequirements ~~accordance~~of ~~with~~a ~~United~~regional ~~States~~or ~~Generally~~national ~~Accepted~~stock ~~Accounting Principles~~exchange.

20As of January 31, 2025, we have had limited trading volume.

~~Results~~ Number of ~~Operations for the year ended January 31, 2024 and 2023:~~Holders

~~Revenue~~ As of January 31, 2025, the 19,834,550 issued and ~~cost~~outstanding shares of ~~goods~~common ~~sold~~stock were held by a total of 17 shareholders of record.

For the years ended January 31, 2024 and 2023 the Company generated total revenue of $0 and $5,385 from selling products to the customer. Cost of goods sold for the years ended January 31, 2024 and 2023 was $0 and $0.Dividends

~~Operating expenses~~No cash dividends were paid on our shares of common stock during the fiscal year ended January 31, 2025 and 2024.

~~Total operating~~Recent ~~expenses~~Sales ~~for the years ended January 31, 2024 and 2023 were $59,497 and $21,704. The operating expenses for the year ended January 31, 2024 bank charges~~ of ~~$2,020;~~Unregistered depreciation expense of $460; legal fees of $10,000; audit fees of $27,000; professional fees of $20,017; bad debt expense of $282,081. The operating expenses for the year ended January 31, 2023 bank charges of $147; depreciation expense of $2,816; legal fees of $4,113; audit fees of $3,000; consulting fees of $70; professional fees of $11,558.Securities

~~Net Loss~~The Company has 75,000,000, $0.001 par value shares of common stock authorized.

~~The net~~During ~~operating loss for~~ the ~~years~~year ended January 31, 2024, ~~and~~the ~~2023~~Company ~~was~~issued ~~$59~~1,~~497~~340,000 ~~and~~shares of common stock for an aggregate gross purchase price of $44670,~~443~~000 ~~respectively~~(equal to a per share purchase price of $0.50). The issuance paid off debt and the Company received no cash proceeds.

~~Liquidity~~During the year ended January 31, 2025, the company issued 90,000 shares of common stock and ~~Capital~~received ~~Resources~~cash proceeds of $45,000 (equal to a per share purchase price of $0.50) and ~~Cash~~canceled ~~Requirements~~1,000,000 shares of common stock.

~~During the~~There ~~year~~were ~~ended January 31~~19, ~~2024~~834,550 ~~the~~shares ~~Company used $30~~ of ~~cash~~common instock ~~operating~~issued ~~activities,~~and ~~with~~outstanding anas ~~increase in accounts payable~~ of ~~$16,491,~~ ~~common~~January ~~shares issued of $42~~31,~~576~~ ~~and depreciation of $460~~2025.

~~During~~Other ~~the~~Stockholder ~~year ended January 31, 2024 the Company has generated $0 of cash in investing activities.~~Matters

~~During the year ended January 31, 2024, the Company generated $0 of cash in financing activities~~None.

~~As of~~Item ~~the year ended January 31, 2024, the Company had cash of $30~~6. ~~Furthermore,~~Selected ~~the~~Financial ~~Company had an accumulated deficit of $924,574~~Data.

~~During the~~Not ~~year~~applicable ~~ended January 31, 2023, the Company used $16,726 of cash in operating activities due~~ to ~~its~~smaller ~~net~~reporting ~~loss and decrease in accounts payable of $3,293 and depreciation of $2,816~~companies.

~~During the~~Item ~~year~~7. ~~ended~~Management’s ~~January~~Discussion ~~31,~~and ~~2023~~Analysis ~~the~~of ~~Company~~Financial ~~has~~Condition ~~generated~~and $0Results of ~~cash in investing activities.~~Operations

~~During the~~The ~~year~~following ~~ended~~discussion ~~January~~should ~~31,~~be ~~2023~~read in conjunction with our financial statements, including the ~~Company~~notes ~~generated~~thereto, ~~$11~~appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans,~~457~~ ofestimates ~~cash~~and beliefs. Our actual results could differ materially from those discussed in ~~financing~~the ~~activities~~forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~We cannot guarantee that we will manage to sell all the shares required within current offerings. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.~~17

~~Management believes~~Results ~~that~~of ~~current~~Operations ~~trends~~for ~~toward lower capital investment in start-up companies pose~~ the ~~most significant challenge to the Company’s success over the next~~ year ~~and~~ended inJanuary ~~future years. Additionally~~31, ~~the~~2025 ~~Company will have to meet all the financial disclosure~~ and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.2024:

~~Limited operating~~Revenue ~~history;~~and ~~need~~cost ~~for~~of ~~additional~~goods ~~capital~~sold

~~There is~~For nothe ~~historical~~years ~~financial~~ended ~~information~~January ~~about~~31, us2025 ~~upon~~and ~~which~~2024 tothe ~~base~~Company angenerated ~~evaluation~~total revenue of ~~our~~$16,168 ~~performance~~and $0. WeHowever, ~~are~~as ~~in a start-up stage~~ of ~~operations and~~January ~~have~~31, ~~generated~~2025, ~~minimal~~we ~~revenues~~determined ~~since inception. We cannot guarantee~~ that wemost ~~will~~of bethe ~~successful~~revenues inwere ~~our~~uncollectible, ~~business~~and ~~operations.~~we ~~Our~~recognized ~~business is~~bad ~~subject~~debt toexpense ~~risks~~of ~~inherent~~$14,204 infor the ~~establishment~~year ofended aJanuary ~~new~~31, ~~business~~2025. ~~enterprise,~~Cost ~~including~~of ~~limited~~goods ~~capital~~sold ~~resources~~for ~~and~~the ~~possible~~years ~~cost overruns~~ended ~~due~~January to31, ~~price~~2025 and ~~cost~~2024 ~~increases~~was in$0 ~~services~~ and ~~products~~$0.

~~Off-Balance Sheet~~Operating ~~Arrangements~~expenses

Total expenses for the years ended January 31, 2025 and 2024 were $31,153 and $59,497. The ~~Company~~ ~~does~~expenses ~~not~~for ~~have~~the ~~any~~year ~~off-balance~~ended ~~sheet~~January ~~arrangements~~31, ~~that~~2025 ~~have~~consisted orof ~~are~~bad ~~reasonably~~debt ~~likely~~expense toof ~~have~~$14,204, ageneral ~~current~~and oradministrative ~~future~~costs ~~effect~~of $18,821 and a loss on the disposal of the Company’s ~~financial~~interest ~~condition~~in PCI of $14,296. The ~~changes~~expenses infor ~~financial~~the ~~condition~~year ended January 31, ~~revenues~~2024 orbank ~~expenses~~charges of $2,020; ~~results~~depreciation expense of ~~operations~~$460; legal fees of $10,000; ~~liquidity~~audit fees of $27,000; ~~capital expenditures~~professional orfees ~~capital~~of ~~resources~~$20,017.

~~Item 7A.~~Net ~~Quantitative and Qualitative Disclosures about Market Risk~~Loss

~~Not applicable~~The tonet ~~smaller~~loss ~~reporting~~for ~~companies~~the years ended January 31, 2025 and 2024 was $31,153 and $59,497 respectively.

21Liquidity, and Capital Resources, and Cash Requirements

~~Item 8~~During the year ended January 31, 2025, cash used in operations amounted to $45,030. Uses ~~Financial~~of ~~Statements~~cash consisted of a net loss of $31,153, an increase in accounts receivable of $14,204 and ~~Supplementary~~a ~~Data~~decrease in accounts payable of 15,717, which were offset by depreciation expense of $1,840 and bad debt expense of $14,204. During the year ended January 31, 2024, the Company provided $30 of cash in operating activities, consisting of a net loss of $59,497, which was offset by an increase in accounts payable of $16,491, stock-based compensation of $42,576 and depreciation of $460.

~~PINEAPPLE EXPRESS~~During ~~CANNABIS~~the ~~COMPANY~~years ended January 31, 2025 and 2024 the Company had no investing activities.

~~FINANCIAL STATEMENTS~~During the years ended January 31, 2025 and 2024, the Company generated $45,001 and $0 of cash in financing activities due to the sale of shares of common stock.

~~Year~~ As of the year ended January 31, 2024, ~~and~~the ~~January~~Company 31had cash of $30. Furthermore, ~~2023~~the Company had an accumulated deficit of $924,574.

~~Table~~ We cannot guarantee that we will manage to sell all the shares required within current offerings. We will attempt to raise the necessary funds to proceed with all phases of ~~Contents~~our plan of operation.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID:6662)	23
Balance Sheets as of January 31, 2024 and January 31, 2023	24
Statements of Operations for the year ended January 31, 2024 and January 31, 2023	25
Statement of Changes in Stockholders’ Equity as of January 31, 2024	26
Statements of Cash Flows for the year ended January 31, 2024 and January 31, 2023	27
Notes to Financial Statements	28

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a public reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations. Accordingly, the Company’s management has concluded that these conditions raise substantial doubt about our ability to continue as a going concern. There can be no assurance that we will be able to achieve our business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If we are unable to generate adequate funds from operations or raise sufficient additional funds, we may not be able to repay our existing debt, continue to operate our business network, respond to competitive pressures or fund our operations. As a result, we may be required to significantly reduce, reorganize, discontinue or shut down our operations.

2218

~~M.S.~~Limited ~~Madhava~~operating ~~Rao~~history; ~~316,~~need ~~1st~~for ~~Cross,~~additional ~~Gururaja Layout, 7th Block, 4th Phase, BSK 3rd Stage, Bangalore 560085 Tel No: 91-8861838006 email : mankalr@yahoo.com~~capital

~~REPORT OF~~There ~~INDEPENDENT~~is ~~REGISTERED~~no ~~PUBLIC~~historical ~~ACCOUNTING~~financial ~~FIRM~~information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated minimal revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

To	The Board of Directors and Shareholders
	Pineapple Express Cannabis Company
	12301 Wilshire Blvd., Suite 302
	Los Angeles, CA 90025

Off-Balance Sheet Arrangements

~~Opinion~~ The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial ~~statements~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~We audited~~Item the accompanying balance sheets of Pineapple Express Cannabis Company (“the Company”) as of January 31, 2024 and 2023 and the related statements of operations, stockholders’ equity, and cash flows for years then ended and the related notes (collectively referred to as “financial statements”)7A. InQuantitative ~~our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2024~~ and ~~2023,~~Qualitative ~~and~~Disclosure ~~the~~about ~~results~~Market ~~of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.~~Risk

~~Going Concern~~Not applicable to smaller reporting companies.

~~The Company’s~~Item financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business8. ~~The~~Financial ~~Company~~Statements ~~has $59,497 operating loss, insignificant cash flow, accumulated deficit of $642,493~~ and noSupplementary ~~revenue for the years ended January 31, 2024~~Data. These factors as discussed in Note 2 of the financial statements by the management which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis of~~INDEX ~~Opinion~~TO CONSOLIDATED FINANCIAL STATEMENTS

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

		Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of January 31, 2025 and 202 4		F-2
Consolidated Statements of Operations for the years ended January 31, 2025 and 202 4		F-3
Consolidated Statements of Changes in Shareholders’ Equity as of January 31, 2025 and 202 4		F-4
Consolidated Statements of Cash Flows for the years ended January 31, 2025 and 202 4		F-5
Notes to the Consolidated Financial Statements		F-6

We conducted our audits in accordance with the standards of the PCAOB. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits. we are required to obtain an understanding of internal control over financial reporting 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.19

~~Our audits~~REPORT ~~included~~OF ~~performing~~INDEPENDENT ~~procedures~~REGISTERED toPUBLIC ~~assess~~ACCOUNTING the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.FIRM

~~Critical Audit~~To ~~Matters~~the Board of Directors and Stockholders of Pineapple Express Cannabis Company.

~~Critical audit~~Opinion matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on ~~the~~ ~~financial statements, taken as a whole, and we are not, by communicating~~ the ~~critical~~Financial ~~audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.~~Statements

~~During~~ We have audited the ~~year~~accompanying ~~ended~~balance sheet of Pineapple Express Cannabis Company (the Company) as of January 31, ~~2024~~2025, and the ~~Company~~related ~~recorded~~statements ~~$905~~of income,~~580~~ instockholders’ ~~earnings~~equity, ~~using~~and cash flows for the ~~equity~~period ~~method~~ended ofJanuary ~~accounting.~~31, It2025, isand athe ~~critical~~related ~~audit matter~~notes ~~because~~(collectively ofreferred to as the ~~significance~~financial instatements). ~~amount~~The ~~and~~financial ~~required~~statements ~~judgement~~of inPineapple ~~estimating~~Express ~~its~~Cannabis ~~collectability.~~Company Weas ~~assessed~~of ~~the~~January ~~reasonableness and~~31, ~~probability~~2024, ofwere ~~this~~audited ~~investment~~by ~~being~~other ~~collected.~~auditors ~~Hence,~~whose ~~the~~report ~~Investment~~dated ~~was~~May ~~not~~30, ~~recognized~~2024, inexpressed ~~the~~an ~~fourth~~unqualified ~~quarter~~opinion on those statements.

~~We have~~In ~~served~~our asopinion, the financial statements present fairly, in all material respects, the financial position of the Company’s ~~auditor~~as ~~since~~of ~~2021~~January 31, 2025, and the results of its operations and its cash flows for the period ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~M. S.~~Substantial ~~Madhava~~Doubt ~~Rao,~~about ~~Chartered~~the ~~Accountant~~Company’s Ability to Continue as a Going Concern

~~Bangalore~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, ~~India~~ the Company incurred a net loss of $31,153, working capital deficit of $2,079 an accumulated deficit of $673,646 and holds a cash balance of $0 as at January 31, 2025. These matters raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~May 30,~~Basis ~~2024~~for Opinion

23These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~PINEAPPLE EXPRESS~~We ~~CANNABIS~~conducted ~~COMPANY~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

~~BALANCE SHEET~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~As of~~Critical ~~January~~Audit ~~31, 2024 and January 31, 2023~~Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (~~Audited~~1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters

	January 31, 2024			January 31, 2023
ASSETS
Current Assets	$			$	-
Cash and cash equivalents		30			-
Total Current Assets		30			0
Fixed Assets
Equipment, software, leasehold improvement, net		1,840			2,300
Total Fixed Assets		1,840			2,300
Total Assets	$	1,870		$	2,300
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts Payable	$	17,797		$	1,306
Related party loan		-			45,344
Deposit for Stock Purchase		-			500,000
Total Current Liabilities		17,797			546,650
Total Liabilities	$	17,797		$	546,650
Commitments and Contingencies		-			-
Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 20,744,550 and 19,004,550 shares issued and outstanding		20,745			19,005
Additional paid in capital		887,902			19,641
Subscription Receivable	$	(282,081	)
Accumulated deficit		(642,493	)		(582,996	)
Total Stockholders’ Deficit		(15,927	)		(544,350	)
Total Liabilities and Stockholders’ Equity	$	1,870		$	2,300

Aloba, Awomolo & Partners – PCAOB ID #7275

~~See accompanying~~/s/ ~~notes~~Aloba, ~~which~~Awomolo ~~are~~& ~~an integral part of these financial statements~~Partners

24We have served as the Company’s auditor since 2025.

~~081PINEAPPLE EXPRESS~~Ibadan, ~~CANNABIS COMPANY~~Nigeria

~~STATEMENTS OF~~May ~~OPERATIONS~~15, 2025

~~Years ended January 31, 2024 and January 31, 2023~~F-1

~~(Audited)~~PINEAPPLE EXPRESS CANNABIS COMPANY

	Year ended January 31, 2024			Year ended January 31, 2023
REVENUES	$	-		$	5,385
Cost of Goods Sold		-			-
Gross Profit					5,385
OPERATING EXPENSES
General and Administrative Expenses		(59,497	)		(21,704	)
TOTAL OPERATING EXPENSES		(59,497	)		(21,704	)
Operating loss		(59,497	)		(16,319	)
Gain (loss) from operations before taxes		(59,497	)		(44,443	)
PROVISION FOR INCOME TAXES		-			-
NET INCOME (LOSS)	$	(59,497	)	$	(44,443	)
NET INCOME PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		20,301,810			19,004,550

Consolidated Balance Sheets

See accompanying notes, which are an integral part of these financial statements

		January 31, 2025		January 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	-	$	30
Total Current Assets		-		30

Property, plant and equipment, net		-		1,840
TOTAL ASSETS	$	-	$	1,870

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses		2,079		17,797
Total Current Liabilities		2,079		17,797
TOTAL LIABILITIES		2,079		17,797

Stockholders’ Deficit
Preferred stock: 10,000,000 shares authorized; $0.001 par value. 0 shares issued and outstanding		-		-
Common stock: 75,000,000 authorized; $0.001 par value 19,834,550 and 20,744,550 shares issued and outstanding, respectively		19,835		20,745
Additional paid-in capital		651,732		605,821
Accumulated deficit		(673,646)		(642,493)
Total Stockholders’ Deficit		(2,079)		(15,927)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-	$	1,870

25The accompanying notes are an integral part of these consolidated audited financial statements.

~~PINEAPPLE EXPRESS CANNABIS COMPANY~~F-2

~~STATEMENT OF~~PINEAPPLE ~~CHANGES~~EXPRESS INCANNABIS ~~STOCKHOLDERS’ EQUITY~~COMPANY

~~As of~~Consolidated ~~January~~Statements ~~31,~~of ~~2024~~Operations

		Shares			Amount			Capital			Subscription	Deficit			Deficit
		For the Years Ended January 31,
		Common Stock						Additional Paid-in			Subscription	AccumulatedEarnings			Total Stockholders’Earnings
		2025		2024
		Shares			Amount			Capital			receivable	(Deficit)			(Deficit)
Revenues	$	16,168	$	-
Balance, January 31, 2022			3,734,550		$	3,735		$	17,756	$	-	$	(80,396	)	$	(58,905	)
Operating Expenses
Retirement of common stock			(2,800,000	)		(2,800	)		-				(458,157	)		(460,957	)
General and administrative expense		18,821		59,497
Issuance of common stock			18,070,000			18,070			1,885		-		-			19,955
Bad debt expense		14,204		-
Net loss for the year ended January 31, 2023			-			-			-		-		(44,443	)		(44,443	)
Total operating expenses		33,025		59,497
Balance, January 31, 2023			19,004,550		$	19,005		$	19,641	$	-	$	(582,996	)	$	(544,350	)
Net loss from operations		(16,857)		(59,497)
Balance			19,004,550		$	19,005		$	19,641		-	$	(582,996	)	$	(544,350	)
Other income (expense)
Issuance of common stock			1,740,000		$	1,740		$	868,261	$	282,081		-			870,001
Loss on sale of ownership interest in PCI		(14,296)		-
Net loss for the year ended January 31, 2024			-			-			-		-	$	(59,497	)		(59,497	)
Net loss before taxes	$	(31,153)	$	(59,497)
Net loss			-			-			-		-	$	(59,497	)		(59,497	)
Income tax expense		-		-
Balance, January 31, 2024			20,744,550		$	20,745		$	887,902	$	282,081	$	(642,493	)	$	(15,927	)
Net loss	$	(31,153)	$	(59,497)
Balance			20,744,550			20,745		$	887,902	$	282,081	$	(642,493	)	$	(15,927	)
Basic and diluted loss per share	$	(0.00)	$	(0.01)
Weighted average number of shares outstanding		19,834,967		20,301,810

~~See~~ The accompanying notes, ~~which~~ are an integral part of these consolidated audited financial statements.

26F-3

PINEAPPLE EXPRESS CANNABIS COMPANY

~~STATEMENTS OF~~Consolidated ~~CASH~~Statement ~~FLOWS~~of Stockholders’ Deficit

For the Years ~~ended~~ Ended January 31, ~~2024~~2025 and ~~January 31, 2023~~2024

(Audited)

	Common Stock
	Shares		Capital		Additional Paid in Capital		Accumulated Deficit		Total
Balance, January 31, 2023	19,004,550	$	19,005	$	19,641	$	(582,996)	$	(544,350)
Sale of common stock	1,740,000		1,740		586,180,		-		587,920
Net loss	-		-		-		(59,497)		(59,497)
Balance, January 31, 2024	20,744,550	$	20,745	$	605,822	$	(642,493)	$	(15,927)
Sale of common stock	90,000		90		44,911		-		45,001
Cancellation of shares	(1,000,000)		(1,000)		1,000		-		-
Net loss	-		-		-		(31,153)		(31,153)
Balance, January 31, 2025	19,834,550	$	19,835	$	651,732	$	(673,646)	$	(2,079)

	Year ended January 31, 2024			Year ended January 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(59,497	)	$	(44,443	)
Common shares issued		42,576			-
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		460			2,816
Change in prepaid expenses		-			-
Change in accounts payable		16,491			(3,293	)
Stock-based compensation		-			70
Loss on disposal of equipment		-			10,124
CASH FLOWS FROM OPERATING ACTIVITIES		30			(16,726	)
CASH FLOWS FROM FINANCING ACTIVITIES
Related party loan		-			11,872
Capital Stock		-			-
Loss of cash account in reverse merger transaction		-			(415	)
CASH FLOWS FROM FINANCING ACTIVITIES		-			11,457
NET CHANGE IN CASH		30			(5,269	)
Cash, beginning of period		-			5,269
Cash, end of period		30		$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

~~See accompanying notes, which are an integral part of these financial statements~~F-4

27PINEAPPLE EXPRESS CANNABIS COMPANY

~~PINEAPPLE EXPRESS~~Consolidated ~~CANNABIS~~Statements ~~COMPANY~~of Cash Flows

NOTES TO THE FINANCIAL STATEMENTS

		For the Years Ended January 31,
		2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(31,153)	$	(59,497)
Adjustment to reconcile net loss to net cash provided in operations:
Loss on disposition of PCI		14,269		-
Stock compensation		-		42,576
Depreciation		345		460
Bad debt		14,204		-
Change in assets and liabilities:
Accounts receivable		(14,204)		-
Accounts payable		(28,492)		16,491
Net Cash provided by (used in) operating activities		(45,031)		30

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		45,001		-
Net Cash provided by financing activates		45,001		-

Net change in cash and cash equivalents		(30)		30
Cash and cash equivalents Beginning of period		30		-
Cash and cash equivalents End of period	$	-	$	30

Supplemental cash flow information
Cash paid for interest	$	-	$	-
Cash paid for taxes	$	-	$	-

Supplemental Disclosures of Non-cash Investing and Financing Activities
Assets disposed of in exchange for debt relief	$	3,001,495	$	-
Liabilities settled via non-cash disposition	$	(2,987,199)	$	-

~~January 31,~~The ~~2024~~accompanying notes are an integral part of these consolidated audited financial statements.

~~(Audited)~~F-5

~~Note 1~~PINEAPPLE –EXPRESS ~~ORGANIZATION~~CANNABIS ~~AND NATURE OF BUSINESS~~COMPANY

~~Pineapple Express~~Notes ~~Cannabis~~to ~~Company is based in Los Angeles, California. The Company’s wholly owned operating subsidiary, Ananas Growth Ventures, serves as an incubator, helping early-stage ventures and startups in~~ the ~~cannabis sector through funding, mentoring, and training. The Company is also engaged in legal cannabis retail through its 50% owned equity method investee, Pineapple~~ Consolidated ~~Inc.~~Financial (“PCI”). PCI runs Pineapple Express, a cannabis retailer and owns and manages retail cannabis ventures. PCI seeks to become a leading portfolio management company in the U.S. cannabis industry. With its headquarters in Los Angeles, Pineapple Express is rapidly increasing its footprint throughout California and is looking to scale into underdeveloped markets.Statements

~~PCI has~~Note ~~executed~~1 ~~management~~- ~~contracts~~Description ~~for~~of ~~10% revenue sharing with nine entities in which it holds an equity interest through its wholly owned subsidiary, PNPL Holdings, Inc. Those entities are shown below:~~Business

●Pineapple ~~PNPLXpress~~Express XCannabis Company, ~~Inc.~~a ~~(“Van~~Nevada ~~Nuys~~corporation ~~Dispensary”):~~doing ~~10%~~business as ofPINYA ~~January~~XP ~~31, 2024~~ (~~dispensary~~the ~~and delivery). ● Goldstar Industrees (~~“~~Northridge Dispensary~~Company”~~): 29% as of January 31~~, ~~2024 (dispensary and delivery). ● PNPLXpress, Inc. (~~“~~Hollywood~~Pineapple ~~Dispensary~~Express”~~): 10% equity interest as of January 31~~, ~~2024~~or ~~(dispensary and delivery). ● PNPLXpress II, Inc. (~~“~~Northeast~~PINYA ~~LA Dispensary~~XP”)~~: 49% interest as of January 31~~, ~~2024~~operates ~~(dispensary~~within ~~and~~the ~~delivery).~~legal ●cannabis ~~Pineapple~~industry ~~Equities, Inc. (“Beverly Grove Dispensary”): 24% equity interest as of January 31, 2024 (dispensary~~ and ~~delivery).~~is ●focused ~~5660~~on W.developing ~~Pico & Hope (Mid~~cannabis-~~Wilshire~~related ~~Dispensary):~~business ~~49% equity interest as of January 31~~ventures, ~~2024~~including ~~(dispensary~~brand ~~and delivery). ● 2378 Westwood Partners (Westwood Dispensary): 19% equity interest as of January 31~~development, ~~2024~~intellectual ~~(dispensary~~property ~~and delivery). ● 19841 Ventura & Hope (Woodland Hills Dispensary): 49% equity interest as of January 31~~licensing, ~~2024 (dispensary~~ and ~~delivery).~~technology ~~● 1485 W~~integration. ~~Sunset~~The &Company’s ~~Hope~~common ~~(Echo~~stock ~~Park~~is ~~Dispensary):~~quoted ~~29%~~on ~~equity~~the ~~interest~~OTC asPink ofMarket ~~January~~under ~~31,~~the ~~2024~~symbol ~~(dispensary and delivery)~~PNXP.

28Historically, the Company has operated through various subsidiaries and strategic partnerships to pursue opportunities in cannabis cultivation, distribution, and consumer-facing products. During the fiscal year ended January 31, 2025, the Company continued to evaluate complementary technology platforms to enhance transparency, authenticity, and safety within the cannabis supply chain.

~~PINEAPPLE EXPRESS~~Subsequent ~~CANNABIS~~Acquisition ~~COMPANY~~of GROOVY Company, Inc.

~~NOTES TO~~On ~~THE~~March ~~FINANCIAL~~5, ~~STATEMENTS~~2025, subsequent to the fiscal year end, the Company entered into and consummated a Share Exchange Agreement (the “Agreement”) with GROOVY Company, Inc. f/k/a Santo Mining Corp., a Wyoming corporation (“GROOVY”). Pursuant to the terms of the Agreement, the Company exchanges 5,000,000 shares of its common stock for 350,000,000 shares of GROOVY’s Series A Preferred Stock, resulting in the Company acquiring a majority voting interest in GROOVY. As of the closing date, GROOVY became a majority-owned subsidiary of the Company.

~~January 31~~GROOVY is a technology company that has developed a centralized, ~~2024~~blockchain-based Platform as a Service (PaaS) leveraging Hyperledger Fabric infrastructure to deliver product authentication, intellectual property protection, and traceability solutions to the cannabis industry. The GROOVY platform uses non-fungible token (NFT) technology, including ERC1155, ERC725X, ERC725Y, and ERC735 standards, to assign secure QR-code tags to cannabis products, enabling verifiable transparency from seed to sale.

~~(Audited)~~Core features of the GROOVY platform include:

~~Note 2~~·NFT-based –QR ~~GOING~~code ~~CONCERN~~authentication to detect and prevent product counterfeiting

~~The accompanying~~·A ~~financial~~genetic ~~statements~~library ~~have been prepared in conformity with accounting principles generally accepted in the United States~~ (~~“GAAP”~~Geno-NFT), which contemplate continuation of the Company as a going concern. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. The company has an operating loss of $59,497, no revenues, and for ~~the~~IP ~~year~~registration ended 2024. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets and ~~also~~automated ~~through~~royalty ~~income from its 50% equity method investee.~~distribution

~~Note 3~~·Detailed –product ~~SUMMARY~~provenance OFand ~~SIGNIFCANT~~lab ~~ACCOUNTING~~test ~~POLICIES~~verification

~~Basis of~~·A ~~presentation~~consumer-facing mobile application with rewards-based engagement

~~The accompanying~~·Integration ~~financial~~tools ~~statements~~for ~~have~~growers, ~~been~~retailers, ~~prepared~~and inregulators ~~accordance~~to ~~with~~access ~~GAAP.~~immutable ~~The~~supply ~~Company’s~~chain ~~year-end is January 31.~~data

~~Use of~~·A ~~Estimates~~marketplace and analytics platform supporting ecosystem-wide insights

The ~~preparation~~ acquisition of ~~financial~~GROOVY ~~statements~~represents ina ~~conformity~~strategic ~~with~~expansion ~~GAAP~~into ~~requires~~blockchain-based ~~management~~authentication ~~to make estimates~~ and ~~assumptions~~supply ~~that~~chain ~~affect~~management ~~the~~technology. ~~reported amounts~~This ofbusiness ~~assets~~combination ~~and~~is ~~liabilities~~expected ~~and~~to ~~disclosure~~enhance ofthe ~~contingent~~Company’s ~~assets~~position ~~and~~within ~~liabilities at~~ the ~~date~~regulated ofcannabis ~~the~~industry ~~financial~~by ~~statements~~integrating ~~and~~advanced ~~the reported~~transparency ~~amount~~tools ~~of revenues~~ and ~~expenses~~consumer ~~during~~protection ~~the~~systems ~~reporting~~into ~~period.~~existing ~~Actual~~and ~~results~~future ~~could~~distribution ~~differ from those estimates~~channels.

~~Cash and~~The ~~Cash~~acquisition ~~Equivalents~~is intended to qualify as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended. The Company has also assumed certain outstanding convertible notes of GROOVY, which, upon conversion, may result in the issuance of additional shares of common stock of the Company.

The ~~Company~~ ~~considers~~financial ~~all~~results ~~highly~~of ~~liquid~~GROOVY ~~investments~~and ~~with~~its ~~original~~subsidiaries ~~maturities~~will ofbe ~~three~~included ~~months~~in orthe ~~less~~Company’s toconsolidated befinancial ~~cash~~statements ~~equivalents~~beginning in the first quarter of fiscal year 2026.

~~Income Taxes~~Basis of Presentation

~~Income taxes~~The ~~are~~accompanying ~~computed~~financial ~~using~~statements ~~the~~have ~~asset~~been ~~and~~prepared ~~liability~~in ~~method.~~conformity ~~Under~~with ~~the~~accounting ~~asset~~principles ~~and~~generally ~~liability~~accepted ~~method,~~in ~~deferred income tax assets and liabilities are determined based on~~ the ~~differences~~United ~~between~~States ~~the financial reporting and tax bases~~ of ~~assets and liabilities and are measured using the currently enacted tax rates and laws~~America. AThe ~~valuation~~Company ~~allowance~~has isa ~~provided~~January ~~for~~31 ~~the~~year ~~amount of deferred tax assets that, based on available evidence, are not expected to be realized~~end.

~~Equipment~~F-6

~~Equipment is~~PINEAPPLE ~~stated~~EXPRESS atCANNABIS cost, net of accumulated depreciation. The cost of equipment and software is depreciated using the straight-line method over one and five years and the cost of leasehold improvement is depreciated using the straight-line method over one year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the equipment’s useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.COMPANY

~~Basic Income~~Notes ~~(Loss)~~to ~~Per~~the ~~Share~~Consolidated Financial Statements

~~The Company~~Note ~~computes~~2 ~~income~~- ~~(loss)~~Summary ~~per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number~~ of ~~outstanding~~Significant ~~common~~Accounting shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the year ended January 31, 2024 there were no potentially dilutive debt or equity instruments issued or outstanding.Policies

29Use of Estimates

~~PINEAPPLE EXPRESS~~In ~~CANNABIS~~preparing ~~COMPANY~~financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the valuation allowance for deferred tax assets. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

~~NOTES TO~~Cash ~~THE~~and ~~FINANCIAL~~Cash ~~STATEMENTS~~Equivalents

~~January 31,~~The ~~2024~~Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company uses one financial institution for its cash balances and has not maintained cash balances that exceed federally insured limits.

~~(Audited)~~Revenue Recognition

The Company recognizes revenue using the following five-step model pursuant to the guidelines established by ASU 2014-09, “Revenue ~~Recognition~~ from Contracts with Customers (Topic 606)”:

~~The Company~~·Identification ~~recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. ASC 606 adoption is on February 1, 2018. The core principle~~ of ~~ASC 606 is that an entity recognizes revenue to depict~~ the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract~~(s)~~, with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or ~~as) the entity satisfies a performance obligation. Specifically~~contracts, ~~Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts~~ with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a ~~contract; d~~customer. ~~Significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the year ended January 31, 2023, the Company has generated $5,385 revenue.~~

~~Recent Accounting~~·Identification ~~Pronouncements~~of the performance obligations in the contract.

~~We have~~·Determination ~~reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any~~ of ~~these pronouncements will have a material impact on~~ the ~~Company~~transaction price.

~~Impact~~ ·Allocation of ~~COVID-19~~the ontransaction price to the ~~Company~~performance obligations in the contract; and

~~The global~~·Recognition ~~outbreak~~ of ~~COVID-19~~revenue ~~has~~when ~~led~~or ~~to severe disruptions in general economic activities,~~ as ~~businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date~~, ~~these conditions could significantly negatively impact~~ the Company’s ~~business~~satisfies ina ~~the~~performance ~~future~~obligation.

~~The extent~~Fair toValue ~~which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results~~ of ~~operations~~Financial and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.Instruments

As Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases its fair value on the price that would be received to sell an asset or paid to transfer a ~~result~~liability in an orderly transaction between market participants at the measurement date. It is the Company’s policy to maximize the use of observable inputs and minimize the ~~impact~~use of ~~COVID-19~~unobservable oninputs ~~capital~~when ~~markets~~developing fair value measurements, in accordance with the ~~availability~~fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, ~~amount~~therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and ~~type~~competitive environment, the characteristics of ~~financing~~the ~~available~~asset toor liability and other such factors. Therefore, the ~~Company~~results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the ~~near~~ ~~future~~asset isor ~~uncertain~~liability. ~~and~~Additionally, ~~cannot~~there may be ~~assured~~inherent weaknesses in any calculation technique, and ischanges ~~largely~~in ~~dependent~~the ~~upon~~underlying ~~evolving~~assumptions ~~market~~used, ~~conditions~~including discount rates and ~~other~~estimates ~~factors~~of future cash flows, that could significantly affect the results of current or future value.

~~The Company~~Impairment ~~intends~~of tolong-lived ~~continue to monitor the situation and may adjust its current business plans as more information and guidance become available.~~assets

~~Note 4~~The –Company ~~Inter~~periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company ~~Investment~~recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the years ended January 31, 2025 and 2024, the Company did not record any impairment losses.

~~The Company’s share $905,580 from its related party PCI equity method investee, as of January 31, 2024. This loan is unsecured, non~~F-~~interest bearing and due on demand. It was determined that it is more likely than not that this would not be collectable from its investee, PCI, and thus the amount was not recognized.~~7

~~Note 5~~PINEAPPLE –EXPRESS ~~COMMITMENTS~~CANNABIS ~~AND CONTINGENCIES~~COMPANY

~~The Company~~Notes ~~currently~~to ~~subleases~~the ~~from~~Consolidated ~~PCI~~Financial ~~office space at 12301 Wilshire Blvd. #302, Los Angeles, CA 90025, at no charge.~~Statements

30Stock-Based Compensation

~~PINEAPPLE EXPRESS~~The ~~CANNABIS~~Company ~~COMPANY~~utilizes the Black-Scholes option pricing model to estimate the fair value of warrant issuances or stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating the expected term.

~~NOTES TO~~Income ~~THE FINANCIAL STATEMENTS~~Taxes

~~January 31,~~The ~~2024~~Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two‐step process whereby (~~Audited~~1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more‐likely‐than‐not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

~~From time-to-time,~~Based on the Company's ishistory ~~subject~~of totax ~~various~~losses, ~~litigation~~it ~~and~~has ~~other~~been ~~claims~~concluded inthat ~~the~~there ~~normal~~are ~~course~~no ofsignificant ~~business.~~uncertain ~~The~~tax ~~Company~~positions ~~establishes liabilities~~requiring recognition in ~~connection~~the ~~with~~Company's ~~legal~~financial ~~actions~~statements. The Company believes that ~~management~~its ~~deems~~income totax positions would be ~~probable~~sustained on audit and ~~estimable.~~does Nonot ~~amounts~~anticipate ~~have~~any ~~been~~adjustments ~~accrued~~that inwould ~~the financial~~result ~~statements~~in ~~with~~a ~~respect~~material change to ~~any~~its ~~matters~~financial position.

~~Note 6~~The –Company ~~INCOME~~may ~~TAXES~~in the future become subject to foreign, federal, state and local income taxation though it has not been since inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction.

~~The Company~~Basic ~~adopted the provisions of uncertain tax positions as addressed in ASC 740 “~~Income ~~Taxes”~~ (~~“ASC 740”~~Loss). AsPer a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of January 31, 2024, the Company had net operating loss carry forwards of approximately $358,411 that may be available to reduce future years’ taxable income. As a result of the Tax Cuts and Jobs Act of 2017, net operating losses do not expire. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.Share

~~The valuation~~Basic ~~allowance~~income at(loss) ~~January~~per ~~31,~~share ~~2024~~is ~~was~~calculated ~~approximately~~by ~~$75,266.~~dividing ~~The~~the Company’s net ~~change~~income inor ~~valuation~~loss ~~allowance~~applicable ~~during~~to common shareholders by the ~~year~~weighted ~~ended~~average ~~January 31,~~number ~~2024~~of ~~was~~common ~~$75,266~~shares during the period. InA ~~assessing~~diluted earnings per share is calculated by dividing the ~~realizability~~Company’s ofnet ~~deferred~~income ~~tax~~available ~~assets,~~to ~~management~~common ~~considers~~shareholders ~~whether~~by itthe isdiluted ~~more~~weighted ~~likely~~average ~~than~~number ~~not that~~of ~~some~~shares ~~portion~~outstanding orduring ~~all~~the period. The diluted weighted average number of shares outstanding is the ~~deferred~~basic ~~income~~weighted ~~tax~~number ~~assets~~of ~~will~~shares adjusted for any potentially dilutive debt or equity. Loss per share data does not beinclude ~~realized~~common stock issuable to holders of convertible securities because their effect is anti-dilutive.

~~The ultimate~~Recent ~~realization~~Accounting of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of January 31, 2024. All tax years since inception remain open for examination by taxing authorities.Pronouncements

~~The provision~~Management ~~for~~does ~~Federal~~not ~~income~~believe ~~tax~~that ~~consists~~any ofother recently issued, but not yet effective, accounting standards could have a material effect on the ~~following:~~accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

~~SCHEDULE OF~~The ~~FEDERAL~~Company ~~INCOME~~does ~~TAX~~not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

	As of January 31, 2024			As of January 31, 2023
Non-current deferred tax assets:
Net operating loss carry forward	$	(358,411	)		(16,833	)
Valuation allowance	$	358,411			16,833
Net deferred tax assets	$	-			-

F-8

~~The actual~~PINEAPPLE ~~tax~~EXPRESS ~~benefit~~CANNABIS ~~at the expected rate of 21% differs from the expected tax benefit for the year ended January 31, 2024 as follows:~~COMPANY

~~SCHEDULE OF~~Notes ~~ACTUAL~~to ~~TAX~~the ~~BENEFIT~~Consolidated Financial Statements

	For the year ended January 31, 2024			For the year ended January 31, 2023
Computed “expected” tax expense (benefit)	$	(75,266	)		(3,535	)
Change in valuation allowance	$	76,266			9,628
Actual tax expense (benefit)	$	-			-

Note 3 - Income Taxes

~~The related~~Deferred taxes are provided on a liability method whereby deferred tax ~~benefit~~assets onare recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~above~~differences ~~unutilized~~between the reported amounts of assets and liabilities and their tax ~~losses~~bases. ~~has~~Deferred atax ~~full~~assets are reduced by a valuation allowance ~~not~~when, ~~recognized~~in ~~against~~the itopinion asof ~~there~~management, it is no ~~certainty~~more likely than not that some portion or all of ~~its~~the ~~realization~~deferred tax assets will not be realized. ~~Management~~The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax ~~positions~~rates inof ~~accordance~~the ~~with~~Tax ~~ASC~~Cuts ~~740~~& Jobs Act. Deferred tax assets and ~~has~~liabilities ~~not~~are ~~identified~~adjusted ~~any~~for ~~significant~~ the effects of changes in tax ~~positions,~~laws ~~other~~and ~~than~~rates ~~those~~on ~~disclosed~~the date of enactment. The U.S. federal income tax rate of 21% is being used.

~~Note 7~~The –provision ~~SUBSEQUENT~~for ~~EVENTS~~Federal income tax consists of the following at January 31:

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to January 31, 2024, through April 31, 2024, and has determined the following material subsequent events to disclose in these financial statements, other than shares issuances. They are listed below:

	2025			2024
Federal income tax benefit attributable to:
Net operating loss carryforward	$	389,564	$	358,411
Less: valuation allowance		(389,564)		(358,411)
Net deferred tax assets	$	-	$	-

~~1,000,000~~ The cumulative tax effect at the expected rate of ~~issued~~21% ~~and~~of ~~outstanding~~significant ~~shares~~items ~~were~~comprising ~~retired~~our tonet ~~treasury~~deferred ontax oramount ~~about~~is ~~March~~as offollows ~~2024.~~at January 31:

90,000 shares were sold resulting in $45,000 is cash received during Q1 2024.

	2025			2024
Computed “expected” tax expense (benefit)	$	81,808	$	(75,266)
Change in valuation allowance		(81,808)		75,266
Actual tax expense	$	-	$	-

At January 31, 2025, the Company had net operating loss carry forwards of approximately $390,000 that may be offset against future taxable income. No tax benefit has been reported in the January 31, 2025 or 2024 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of January 31, 2025 and 2024.

~~Item 9~~ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ~~Changes~~Topic In740 ~~and~~requires ~~Disagreements~~a ~~with~~company ~~Accountants~~to ondetermine ~~Accounting~~whether ~~and~~it ~~Financial~~is ~~Disclosure~~more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

~~None~~The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of January 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions.

~~Item 9A(T)~~Note ~~Controls~~4 ~~and~~- ~~Procedures~~Stockholders’ Equity

~~Disclosure Controls~~Authorized ~~and Procedures.~~Capital

~~The Company~~As ~~maintains~~of ~~disclosure~~January ~~controls~~31, ~~and~~2025, ~~procedures~~the ~~(as~~Company ~~defined~~was inauthorized ~~Rule~~to ~~13a-15(e)~~issue ~~under~~up ~~the~~to ~~Securities~~85,000,000 ~~Exchange~~shares ~~Act~~of capital stock, consisting of ~~1934~~75,000,000 asshares ~~amended) that~~of ~~are~~common ~~designed~~stock, topar ~~ensure~~value ~~that~~$0.001 ~~information~~per ~~required~~share, toand be10,000,000 ~~disclosed~~shares inof ~~the~~preferred ~~Company’s~~stock, ~~Securities~~par ~~Exchange~~value ~~Act~~$0.001 ~~reports~~per isshare. ~~recorded, processed,~~The ~~summarized~~terms and ~~reported~~rights ~~within~~of ~~the~~preferred ~~time~~stock ~~periods~~may ~~specified~~be designated in ~~SEC~~one ~~rules~~or ~~and~~more ~~forms~~series ~~and~~as ~~that~~determined ~~such~~by ~~information~~the isBoard ~~accumulated and~~of ~~communicated~~Directors toin accordance with the Company’s ~~management,~~Amended asand ~~appropriate,~~Restated toArticles ~~allow~~of ~~timely decisions regarding required disclosure~~Incorporation.

~~The Company’s~~Common management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.Stock

~~Management’s Report~~As onof ~~Internal~~January ~~Controls~~31, ~~over~~2025, ~~Financial~~and ~~Disclosure~~January ~~Controls~~31, 2024, the Company had 19,834,550 and ~~Procedures~~20,744,550 shares of common stock issued and outstanding, respectively. During fiscal 2025, 1,000,000 shares of common stock were cancelled and 90,000 shares were sold for cash proceeds of $45,001.

~~Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a~~F-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2024 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).9

~~A material~~PINEAPPLE ~~weakness~~EXPRESS isCANNABIS a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.COMPANY

1.Notes ~~We do not have an Audit Committee – While not being legally obligated~~ to ~~have an audit committee, it is~~ the ~~management’s~~Consolidated ~~view~~Financial that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.Statements

32Each share of common stock is entitled to one vote per share on all matters submitted to a vote of the shareholders. Holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. There are no conversion rights, redemption rights, or preemptive rights associated with the common stock.

	2.	We did not maintain appropriate cash controls – As of January 31, 2024, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
	3.	We did not implement appropriate information technology controls – As at January 31, 2024, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Preferred Stock

~~Accordingly~~As of January 31, ~~the~~ ~~Company~~2025, ~~concluded~~no ~~that~~preferred ~~these~~shares ~~control~~had ~~deficiencies~~been ~~resulted~~issued. inThe aBoard ~~reasonable~~of ~~possibility~~Directors ~~that~~is aauthorized ~~material~~to ~~misstatement~~establish one or more series of preferred stock and to fix the ~~annual or~~designations, ~~interim~~preferences, ~~financial~~and ~~statements~~relative, ~~will~~participating, ~~not~~optional beor ~~prevented~~other special rights, and qualifications, limitations or ~~detected~~restrictions onof aeach ~~timely~~series, ~~basis~~including bydividend ~~the~~rights, ~~company’s~~conversion ~~internal~~rights, ~~controls~~voting rights, redemption terms, and liquidation preferences.

~~As a~~Subsequent ~~result~~Equity of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2024 based on criteria established in Internal Control- Integrated Framework issued by COSO.Transactions

~~System~~ On March 5, 2025, subsequent to the fiscal year end, the Company issued 5,000,000 shares of ~~Internal~~its ~~Control~~common ~~over~~stock ~~Financial~~pursuant ~~Reporting~~to a Share Exchange Agreement with GROOVY Company, Inc. (f/k/a Santo Mining Corp.), in exchange for 350,000,000 shares of Series A Preferred Stock of GROOVY. As a result of the transaction, the Company acquired a controlling interest in GROOVY, which became a majority-owned subsidiary. See Note 1 - Description of Business and Note 11 - Subsequent Events.

~~Our management~~Note is5 ~~responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a~~-~~15(e) and~~ ~~15d-15(e)~~Fair under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Value

~~An evaluation~~The ~~was~~Fair ~~conducted~~Value ~~under~~Measurements ~~the~~Topic ~~supervision~~of ~~and with~~ the ~~participation~~FASB ofAccounting ~~our~~Standards ~~management~~Codification ofestablishes ~~the~~a ~~effectiveness~~fair ofvalue ~~the~~hierarchy ~~design~~that ~~and~~prioritizes ~~operation of~~the ~~our~~inputs ~~disclosure~~to ~~controls~~valuation ~~and~~techniques ~~procedures~~used asto ofmeasure ~~January~~fair ~~31, 2024~~value. ~~Based~~The onhierarchy ~~that~~gives ~~evaluation,~~the ~~our~~highest ~~management~~priority ~~concluded~~to ~~that~~unadjusted ~~our~~quoted ~~disclosure controls~~prices ~~and~~in ~~procedures~~active ~~were~~markets ~~not~~for ~~effective~~identical asassets ofor ~~such~~liabilities ~~date~~(Level to1 ~~ensure~~measurements) ~~that~~and ~~information required to be disclosed in~~ the ~~reports~~lowest ~~that~~priority ~~we file~~to ormeasurements ~~submit~~involving ~~under~~significant ~~the~~unobservable ~~Exchange~~inputs ~~Act,~~(Level is3 ~~recorded,~~measurements). ~~processed,~~The ~~summarized~~three ~~and~~levels ~~reported~~of ~~within~~ the ~~time~~fair ~~periods~~value ~~specified~~hierarchy inare ~~SEC~~as ~~rules and forms.~~follows:

~~Changes~~ ·Level 1: inputs are quoted prices (unadjusted) in ~~Internal~~active ~~Control~~markets ~~over~~for ~~Financial~~identical ~~Reporting~~assets or liabilities that the company has the ability to access at the measurement date.

~~There were~~·Level no2: ~~changes~~inputs inare ~~our~~inputs ~~internal~~other ~~control~~than ~~over~~quoted ~~financial~~prices ~~reporting~~included ~~(as~~within ~~such~~Level ~~term~~1 isthat ~~defined~~are inobservable ~~Rules~~for ~~13a-15(f) and 15d-15(f) of~~ the ~~Exchange Act)~~asset ~~during the most recent fiscal quarter that have materially affected,~~ or ~~are reasonably likely to materially affect~~liability, ~~our~~either ~~internal control~~directly ~~over~~or ~~financial reporting~~indirectly. ~~As described above, the Company has concluded that the internal control over financial reporting is ineffective in 2023 because of the material weakness identified by our independent auditor.~~

33·Level 3: inputs are unobservable inputs for the asset or liability.

~~Item 9B~~Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ~~Other~~It ~~Information~~is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows that could significantly affect the results of current or future value.

~~Adoption or~~Cash, ~~Termination~~prepaid ofexpenses, ~~Trading~~and ~~Arrangements~~accounts ~~by Directors or Officers~~payable

~~During the~~In ~~Company’s quarterly period ended January 31~~general, ~~2024,~~carrying noamounts ~~director~~approximate orfair ~~officer~~value ~~(as~~because ~~defined in Exchange Act Rule 16a-1(f))~~ of the ~~Company~~ ~~adopted~~short ormaturity ~~terminated~~of athese ~~“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408~~instruments.

~~Adoption or~~Related ~~Termination~~Party ~~of Insider Trading Arrangements and Policies~~Payable

~~On May~~The 7,amount ~~2024,~~payable to a related party is carried at its face value. Based on the ~~Board~~small size of ~~Directors~~the ~~adopted~~Company, ait ~~Policy~~is onimpracticable ~~Insider~~for ~~Trading~~the Company to estimate the fair value of this liability.

~~PART III~~The Company has no instruments with significant off balance sheet risk.

~~Item~~ F-10~~. Directors, Executive Officers, Promoters and Control Persons of the Company~~

~~The name,~~PINEAPPLE ~~age~~EXPRESS ~~and~~CANNABIS ~~titles of our executive officer and director are as follows:~~COMPANY

Name and Address of Executive Officer and/or Director		Age		Position
Matthew Feinstein, 12301 Wilshire Blvd. #302, LA CA 90025		55		President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)

Notes to the Consolidated Financial Statements

~~During the~~Note ~~past~~6 ~~ten~~- ~~years,~~Commitments ~~Matthew~~and ~~Feinstein has not been the subject to any of the following events:~~Contingencies

1. Any bankruptcy petition filed by or against any business of which Matthew Feinstein was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Feinstein’s involvement in any type of business, securities or banking activities. 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; 6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:Contingencies

i.We ~~Any~~face ~~Federal~~risks orrelated ~~State~~to ~~securities~~health orepidemics ~~commodities~~and ~~law~~other oroutbreaks, ~~regulation;~~which orcould iisignificantly disrupt the Company’s operations. The ~~Any~~outbreak ~~law~~of orpandemics ~~regulation~~and ~~respecting~~epidemics ~~financial~~could ~~institutions~~materially orand ~~insurance~~adversely ~~companies~~affect ~~including,~~the ~~but~~Company’s ~~not~~business. ~~limited~~The extent to, which a ~~temporary~~pandemic or ~~permanent~~other ~~injunction,~~health ~~order~~outbreak ofimpacts ~~disgorgement~~the orCompany’s ~~restitution,~~results ~~civil~~will ~~money~~depend ~~penalty~~on orfuture ~~temporary~~developments, orwhich ~~permanent~~are ~~cease-~~highly uncertain and~~-desist~~ ~~order~~cannot be predicted, orincluding ~~removal~~new orinformation ~~prohibition~~which ~~order;~~may oremerge ~~iii.~~concerning ~~Any~~the ~~law~~severity orof ~~regulation~~a ~~prohibiting~~virus ~~mail~~and orthe ~~wire~~actions ~~fraud~~to contain it or ~~fraud~~treat its impact, among others. Pandemics can also result in ~~connection~~social, ~~with~~economic, ~~any~~and ~~business~~labor ~~entity;~~instability orwhich may adversely impact the Company’s business.

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a) (26) of the Exchange Act (15 U.S.C. 78c(a) (26))), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act (7 U.S.C. 1(a) (29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Litigation

34The Company accrues loss contingencies associated with outstanding litigation, claims and assessments for which management has determined it is probable that a loss contingency exists, and the amount of loss can be reasonably estimated. Costs for professional services associated with litigation claims are expensed as incurred. As of January 31, 2025 and 2024, the Company has not accrued or incurred any amounts for litigation matters.

~~TERM OF~~Note ~~OFFICE~~7 - Net Income (Loss) Per Common Share

~~Our director~~Net income (loss) per share is ~~appointed~~calculated toin ~~hold~~accordance ~~office~~with ~~until~~FASB ~~the~~ASC ~~next~~260, ~~annual~~“Earnings ~~meeting~~Per ofShare.” ~~our~~The ~~stockholders~~weighted-average ornumber ~~until~~of ~~her~~common ~~respective~~shares ~~successor~~outstanding during each year is ~~elected~~used ~~and qualified,~~to compute basic earnings or ~~until~~loss heper ~~resigns~~share. Diluted earnings or isloss ~~removed~~per inshare ~~accordance~~is ~~with~~computed using the ~~provisions~~weighted average number of ~~the~~shares ~~Nevada~~and ~~Revised~~diluted ~~Statues~~potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

~~DIRECTOR INDEPENDENCE~~Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at January 31, 2025, and 2024, respectively. As of January 31, 2025, and 2024, the Company had no dilutive common shares.

~~Mr. Feinstein~~Note ~~does~~8 ~~not~~- ~~qualify~~Related asParty an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to Matthew Feinstein that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us regarding our director’s business and personal activities and relationships as they may relate to us and our management.Transactions

~~Item 11.~~Sale ~~Executive~~of ~~Compensation~~Interest in Pineapple Consolidated, Inc.

~~MANAGEMENT COMPENSATION~~On January 31, 2025, the Company entered into a Stock Purchase Agreement with Mr. Matthew Feinstein, the Company’s then-President, Chief Executive Officer, Treasurer, and a member of the Board of Directors. Pursuant to the agreement, the Company sold its remaining 25% ownership interest in Pineapple Consolidated, Inc. (“PCI”) to Mr. Feinstein in exchange for a $3,000,000 reduction in the outstanding principal amount of a promissory note previously issued by PCI to the Company. As a result of the transaction, the Company no longer retains any ownership interest in PCI.

~~The following~~Change ~~tables~~in ~~set~~Control ~~forth~~and ~~certain information about compensation paid, earned or accrued for services by our~~ Executive ~~Officer as of January 31, 2024 and 2023:~~Transition

~~Summary Compensation~~On ~~Table~~January 30, 2025, Mr. Matthew Feinstein and Mr. Shawn Credle collectively sold an aggregate of 16,000,000 shares of the Company’s common stock to Mr. Franjose “Frank” Yglesias for $335,000 in cash pursuant to a Share Purchase Agreement. The transaction resulted in a change in control of the Company.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Matthew Feinstein,		January 31, 2024		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President and Treasurer		January 31, 2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Following this change in control, on February 12, 2025, Mr. Feinstein resigned from all positions with the Company, including as Chief Executive Officer, President, Director, and Chairman of the Board. On the same date, the Board of Directors appointed Mr. Yglesias as the new Chief Executive Officer, President, Director, and Chairman of the Board.

~~There are~~Mr. noYglesias ~~current~~is ~~employment~~also ~~agreements~~the Chief Executive Officer and controlling shareholder of GROOVY Company, Inc. (“GROOVY”), which was acquired by the Company on March 5, 2025, as described in Note 1 – Description of Business. Accordingly, Mr. Yglesias is considered a related party with respect to transactions between the ~~company~~Company and ~~its~~GROOVY ~~officer~~following the change in control.

Matthew Feinstein currently devotes all his time needed for planning and organizing activities to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There is no annuity, pension or retirement benefit proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.F-11

35PINEAPPLE EXPRESS CANNABIS COMPANY

~~Director Compensation~~Notes to the Consolidated Financial Statements

~~The following~~Acquisition ~~table sets forth director compensation as~~ of ~~January~~GROOVY 31Company, ~~2024 and 2023:~~Inc.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Matthew Feinstein			0				0				0				0				0				0				0

On March 5, 2025, subsequent to the fiscal year end, the Company entered into a Share Exchange Agreement with GROOVY Company, Inc. Under the agreement, the Company agreed to issue 5,000,000 shares of common stock in exchange for 350,000,000 shares of Series A Preferred Stock of GROOVY, resulting in the Company obtaining majority voting control of GROOVY. In connection with the acquisition, the Company also assumed certain outstanding convertible notes of GROOVY, which may convert into common shares of the Company in future periods.

~~Item 12~~Given Mr. ~~Security~~Yglesias’s ~~Ownership~~dual role as CEO of ~~Certain~~both ~~Beneficial~~companies ~~Owners~~at ~~and~~the ~~Management~~time ~~and~~of ~~Related~~the ~~Stockholder~~transaction, ~~Matters~~this transaction is considered a related party transaction.

~~The following~~Executive ~~table~~Compensation sets forth certain information concerning the number of shares of our common stock, owned beneficially as of January 31, 2024 by: (i) each person (including any group), known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and orOther ~~(iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.~~Transactions

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Common Stock	Matthew Feinstein	15,000,000 shares of common stock (direct)		74.97	%
Common Stock	Shawn Credle	1,000,000 shares of common stock (direct)		5.1	%
Common Stock	Marco Rullo	1,000,000 shares of common stock (direct)		5.1	%
Common Stock	Joshua Eisenberg	1,000,000 shares of common stock (direct)		5.1	%

During the fiscal years ended January 31, 2025 and 2024, certain officers and directors, including Mr. Feinstein, provided services to the Company. Other than the transactions described above, there were no material cash or equity compensation arrangements with related parties, and no other transactions required to be disclosed.

~~(1) A~~Note ~~beneficial~~9 ~~owner~~- ofSale a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of ~~shares;~~Investment ~~and~~in ~~(ii)~~Pineapple ~~investment power~~Consolidated, ~~which includes the power to dispose or direct the disposition of shares~~Inc. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

~~Item 13.~~On ~~Certain~~January ~~Relationships~~31, 2025, the Company entered into a Stock Purchase Agreement with Matthew Feinstein, the Company’s President, Chief Executive Officer, Treasurer, and ~~Related~~Director, ~~Transactions~~pursuant to which the Company sold its remaining 25% equity interest in Pineapple Consolidated, Inc. (“PCI”) to Mr. Feinstein. In consideration for the transfer of these shares, the Company agreed to a $3,000,000 reduction in the outstanding principal amount due to the Company under a previously issued $3,000,000 promissory note from PCI.

~~Matthew Feinstein~~In isconnection ~~our~~with ~~officer,~~the ~~director~~disposition, ~~control~~the ~~person~~Company also transferred certain related assets and ~~promoter~~liabilities associated with PCI. The assets disposed of consisted of equipment with a carrying value of $1,495 and hean ~~shall~~intangible ~~receive~~asset nowith ~~compensation~~a ~~for~~carrying value of $3,000,000, representing the ~~placement~~Company’s recorded value of ~~any~~its ~~offerings from~~investment in PCI. In exchange, the Company extinguished $2,966,714 outstanding notes payable and $20,485 of accounts payable and accrued liabilities.

~~Item 14~~No cash was exchanged in the transaction. ~~Principal~~The ~~Accountant~~disposition ~~Fees~~was accounted for as a non-cash investing and ~~Services~~financing activity and resulted in a loss of $14,296, calculated as follows:

During fiscal year ended January 31, 2024, we incurred approximately $31,000 in fees to our principal independent accountants for professional services rendered for the reviews of our financial statements for the quarters ended April 30, 2023, July 31, 2023 and October 31, 2023, as well as January 31, 2023 audit and quarterly reviews.

Description		Amount
Total assets disposed		$3,001,495
Less: Total liabilities settled		(2,987,199)
Loss on disposition		$14,296

36The loss has been recorded in other expenses in the consolidated statement of operations for the year ended January 31, 2025.

~~PART IV~~This transaction was considered a related party transaction, as Mr. Feinstein was an officer and director of the Company.

~~Item 15.~~Note ~~Exhibits~~10 - Going Concern Matters and Realization of Assets

The ~~following~~ ~~exhibits~~accompanying ~~are~~financial ~~included~~statements have been prepared assuming that the Company will continue as ~~part~~a going concern. As of ~~this~~January ~~report~~31, by2025, ~~reference:~~the Company had limited cash resources, an accumulated deficit, and has incurred recurring losses from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance of these financial statements.

2.1		Share Exchange Agreement, dated as of December 18, 2022, among the Company, Pineapple Consolidated, Inc. and the stockholders of Consolidated, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
2.2		Resignation, Separation and Release Agreement dated December 18, 2022 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
3.1(i)		Restated Articles of Incorporation as filed with the State of Nevada on January 5, 2023 (incorporated by reference to Exhibit 3.1(i) to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
10.1		Promissory Note, dated December 18, 2022, from the Company to PCI (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
19.1		Insider Trader Policy, adopted by the registrant on May 7, 2024.
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

F-12

*PINEAPPLE ~~Filed~~EXPRESS ~~herewith.~~CANNABIS COMPANY

37Notes to the Consolidated Financial Statements

~~SIGNATURES~~Management’s plans to address these matters include:

~~Pursuant to~~·Acquiring ~~the~~and ~~requirements~~integrating ofGROOVY ~~the~~Company, ~~Securities Act of 1933~~Inc., ~~the~~which ~~registrant~~ has ~~duly~~developed ~~caused~~a ~~this~~blockchain-based ~~report~~supply tochain beauthentication ~~signed~~platform onaimed ~~its~~at ~~behalf~~creating bystrategic ~~the~~growth ~~undersigned, thereunto~~opportunities ~~duly authorized~~ in ~~Los~~the ~~Angeles~~cannabis ontechnology ~~May 31, 2024.~~sector;

~~PINEAPPLE~~·Pursuing ~~EXPRESS~~additional ~~CANNABIS~~financing, ~~COMPANY~~through ~~By:~~the ~~/s/~~issuance ~~Matthew~~of ~~Feinstein~~equity ~~Name:~~or ~~Matthew~~debt ~~Feinstein~~securities, ~~Title:~~strategic ~~President (Principal Executive~~partnerships, ~~Financial~~or ~~and~~other ~~Accounting~~capital-raising ~~Officer)~~transactions;

38·Business realignments to improve operational efficiency and extend cash runway;

·Commercializing blockchain and authentication technology in existing cannabis distribution networks.

There is no assurance, however, that management will be successful in achieving these plans or that any such funding will be available on acceptable terms or at all. If the Company is unable to generate sufficient revenues or secure adequate financing, it may be required to delay or curtail its business activities, scale back operations, or seek protection under applicable bankruptcy laws.

Accordingly, the Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. There can be no assurance that the Company will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its business network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty.

Note 11 - Subsequent Events

On March 5, 2025, Pineapple Express Cannabis Company (the “Company”) entered into and closed a Share Exchange Agreement (the “Agreement”) with GROOVY Company, Inc. f/k/a Santo Mining Corp., a Wyoming corporation (“GROOVY”), pursuant to which the Company acquired a controlling interest in GROOVY. Under the terms of the Agreement, the Company agreed to exchange 5,000,000 shares of its common stock for 350,000,000 shares of Series A Preferred Stock of GROOVY. The Series A Preferred Stock entitles the Company to over 51% of the total voting power of GROOVY, resulting in GROOVY becoming a majority-owned subsidiary of the Company effective upon closing.

GROOVY is a technology company that has developed a blockchain-based Platform as a Service (PaaS) designed for transparency, authenticity verification, and supply chain management in the cannabis industry, utilizing NFT-based QR code systems and smart contract infrastructure via Hyperledger Fabric. The platform also offers a genetic library, automated royalty distribution mechanisms, user rewards programs, and data analytics tools.

As part of the transaction, the Company also agreed to assume certain outstanding convertible promissory notes of GROOVY. These notes, which amounted to $3,678,753 as of December 31, 2024, are expected to convert into shares of common stock of the Company under their existing terms. The total number of shares to be issued upon conversion of these notes has not been finalized as of the date of this filing.

The transaction is intended to qualify as a tax-deferred reorganization under Section 368 of the Internal Revenue Code of 1986, as amended, or such other tax-free reorganization or restructuring provisions as may be applicable.

The Share Exchange Agreement contains customary representations, warranties, and covenants. Closing conditions included, among other things, satisfactory due diligence, receipt of necessary approvals, and the absence of a material adverse effect.

In connection with the acquisition, the Company and GROOVY also agreed to changes in the composition of the Company’s board of directors, to take effect following a mutually agreed transition period.

F-13

PINEAPPLE EXPRESS CANNABIS COMPANY

Notes to the Consolidated Financial Statements

GROOVY has the following subsidiaries, which became indirect subsidiaries of the Company upon the closing of the transaction:

·BlackFlamingo Ventures, LLC

·Cathay International, LLC

·Santo Blockchain Labs Corporation

·Santo Blockchain Labs of Colombia S.A.S.

In March 2025 and in May 2025, the Company issued 500,000 and 1,000,000 shares of its common stock, respectively, for debt conversions of an aggregate of $150,000, from its GROOVY subsidiary.

The company has evaluated all subsequent events. There were no other material subsequent events that required recognition or additional disclosure in these financial statements.

F-14

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2025 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.We did not maintain appropriate cash controls – As of January 31, 2025, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

3.We did not implement appropriate information technology controls – As of January 31, 2025, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2025 based on criteria established in Internal Control- Integrated Framework issued by COSO.

System of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As described above, the Company has concluded that the internal control over financial reporting is ineffective in 2023 because of the material weakness identified by our independent auditor.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

As of January 31, 2025, the Company’s sole executive officer and director was Matthew Feinstein.

On February 12, 2025, Matthew Feinstein resigned from all positions with the Company, including as Chief Executive Officer, President, Director, and Chairman of the Board. His resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. A copy of Mr. Feinstein’s resignation letter is filed as Exhibit 10.6 to this Form 10-K and was previously disclosed in a Current Report on Form 8-K filed with the SEC on February 19, 2025.

On the same date, the Board of Directors appointed Franjose “Frank” Yglesias to serve as Chief Executive Officer, President, Director, and Chairman of the Board. Mr. Yglesias currently serves in these roles.

As of January 31, 2025, the name, age and titles of our executive officer and director are as follows.

Name and Address of Executive

Officer and/or Director

Age

Position

Matthew Feinstein,

12301 Wilshire Blvd. #302,

LA CA 90025

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

During the past ten years, Matthew Feinstein has not been the subject to any of the following events:

2.Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Feinstein’s involvement in any type of business, securities or banking activities.

4.Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6.Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.Any Federal or State securities or commodities law or regulation; or

ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a) (26) of the Exchange Act (15 U.S.C. 78c(a) (26))), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act (7 U.S.C. 1(a) (29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

TERM OF OFFICE

Our director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues.

DIRECTOR INDEPENDENCE

Mr. Feinstein does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to Matthew Feinstein that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us regarding our director’s business and personal activities and relationships as they may relate to us and our management

Item 11. Executive Compensation

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer as of January 31, 2025 and 2024.

Summary Compensation Table

Name and Principal

Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

($)

All Other

Compensation

($)

Total

($)

Matthew Feinstein,

2025

President and Treasurer

2024

There are no current employment agreements between the company and its officer.

Matthew Feinstein devoted all his time needed for planning and organizing activities to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There is no annuity, pension or retirement benefit proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

Director Compensation

The following table sets forth director compensation as of January 31, 2025 and 2024:

Name

Fees

Earned

or Paid

in Cash

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Matthew Feinstein

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information concerning the number of shares of our common stock, owned beneficially as of January 31, 2025 by: (i) each person (including any group), known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Common Stock	Matthew Feinstein	15,000,000 shares of common stock (direct)	75.6%
Common Stock	Shawn Credle	1,000,000 shares of common stock (direct)	5.0%
Common Stock	Marco Rullo	1,000,000 shares of common stock (direct)	5.0%

(1)A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

Until his resignation on February 12, 2025, Matthew Feinstein served as our officer, director, control person, and promoter. His resignation was disclosed in a Current Report on Form 8-K filed with the SEC on February 19, 2025. He received no compensation for the placement of any offerings from the Company.

Item 14. Principal Accountant Fees and Services

During fiscal year ended January 31, 2024, we incurred approximately $31,000 in fees to our principal independent accountants for professional services rendered for the reviews of our financial statements for the quarters ended April 30, 2023, July 31, 2023 and October 31, 2023. In fiscal year ended January 31, 2025, we incurred an aggregate of $5,000 in fees to our principal independent accountants.

PART IV

Item 15. Exhibits

The following exhibits are included as part of this report by reference:

Number		Description
2.1		Share Exchange Agreement, dated as of December 18, 2022, among the Company, Pineapple Consolidated, Inc. and the stockholders of Consolidated, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
2.2		Resignation, Separation and Release Agreement dated December 18, 2022 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
3.1		Restated Articles of Incorporation as filed with the State of Nevada on January 5, 2023 (incorporated by reference to Exhibit 3.1(i) to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
10.1		Promissory Note, dated December 18, 2022, from the Company to PCI (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).
10.2		Revenue Sharing Agreement and Promissory Note, by and between Ananas Growth Ventures, Pineapple Express Cannabis Company, and Pineapple Consolidated, Inc., dated as of June 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2024).
10.3		Stock Purchase Agreement between Matthew Feinstein, Pineapple Express Cannabis Company, and Pineapple Consolidated, Inc., dated as of August 9, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 13, 2024).
10.4		Stock Purchase Agreement between Matthew Feinstein, Pineapple Express Cannabis Company, and Pineapple Consolidated, Inc., dated as of January 31, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2025).
10.5		Stock Purchase Agreement, (incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 19, 2025).
10.6		Resignation letter of Matthew Feinstein, dated February 12, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 19, 2025).
10.7		Share Exchange Agreement, (incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2025)
19.1		Insider Trader Policy, adopted by the registrant on May 7, 2024.
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101. INS		XBRL Instance Document
101. SCH		XBRL Taxonomy Extension Schema Document
101. CAL		XBRL Taxonomy Calculation Linkbase Document
101. DEF		XBRL Taxonomy Extension Definition Linkbase Document
101. LAB		XBRL Taxonomy Label Linkbase Document
101. PRE		XBRL Taxonomy Presentation Linkbase Document

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Los Angeles on May 15, 2025.

	PINEAPPLE EXPRESS CANNABIS COMPANY

	By:	/s/ Franjose Yglesias
	Name:	Franjose Yglesias
	Title:	Chief Executive Officer

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