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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

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

For the transition period from ___________ to ___________

Commission File Number: 000-55896

PINEAPPLE, INC.

(Exact name of registrant as specified in its charter)

Nevada

47-5185484

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12301 Wilshire Blvd. Suite 302

Los Angeles, CA 90025

(Address of principal executive offices) (Zip Code)

877-310-7675

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Common stock, par value $0.0000001

(Title of class)

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 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 (Section 232.405 of this chapter) 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 whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated-filer,” “non-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 checkmark 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 13(a) of the Exchange Act. ☐

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

As of January 12, 2024, there were 73,103,569 shares of the registrant’s common stock, $0.0000001 par value per share, issued and outstanding.

PINEAPPLE, INC.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
	Signatures	18

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

	●	our projected financial position and estimated cash burn rate;

	●	our estimates regarding expenses, future revenues and capital requirements;

	●	our ability to continue as a going concern;

	●	our need to raise substantial additional capital to fund our operations;

	●	our ability to compete in the global space industry;

	●	our ability to obtain and maintain intellectual property protection for our current products and services;

	●	our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

	●	the possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against these claims;

	●	our reliance on third-party suppliers and manufacturers;

	●	the success of competing products or services that are or become available;

	●	our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;

	●	the potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to limit our commercialization of our products and services;

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this annual report on Form 10-Q from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions, and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies, and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

The following unaudited interim condensed consolidated financial statements of Pineapple, Inc. are included in this Quarterly Report on Form 10-Q:

INDEX TO FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Balance Sheets	F-2

Unaudited Condensed Consolidated Statements of Operations	F-3

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	F-4

Unaudited Condensed Consolidated Statements of Cash Flows	F-5

Notes to the Unaudited Condensed Consolidated Financial Statements	F-6

F-1

PINEAPPLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2023			2022
				(As Adjusted)
Assets
Current Assets:
Inventory	$	4,710		$	27,336
Total Current Assets		4,710			27,336

Security deposits		375,971			-
Property and equipment, net		-			2,358
Operating lease right-of-use assets, net		7,729,619			-
Total Assets	$	8,110,300		$	29,694

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	402,289		$	398,551
Accounts payable - related party		31,666			31,500
Accrued interest payable		6,771			6,771
Settlement payable - related party		615,000			615,000
Due to affiliates		910,242			21,456
Notes payable-related party		46,733			46,733
Notes payable		19,838			19,838
Advances on agreements		169,000			169,000
Contingent liabilities		105,523			105,523
Operating lease liabilities		1,618,330			-
Total Current Liabilities		3,925,392			1,414,372

Operating lease liabilities, non-current		6,508,196			-
Total Liabilities		10,433,588			1,414,372

Commitments and contingencies (note 14)		-			-

Stockholders’ Deficit:
Preferred stock, $0.0000001 par value, 20,000,000 shares authorized, no shares issued and outstanding		-			-
Series A Convertible Preferred stock, $0.0000001 par value, 5,000,000 shares authorized, no shares issued and outstanding		-			-
Preferred stock value		-			-
Common stock, $0.0000001 par value, 500,000,000 shares authorized, 73,103,569 shares and 71,163,569 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		7			7
Subscription received – shares to be issued		-			150,000
Additional paid-in-capital		22,239,079			22,004,079
Accumulated deficit		(24,562,374	)		(23,538,764	)
Total Stockholders’ Deficit		(2,323,288	)		(1,384,678	)
Total Liabilities and Stockholders’ Deficit	$	8,110,300		$	29,694

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

F-2

PINEAPPLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022			2023			2022
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
				(As Adjusted)						(As Adjusted)
Revenue
Sublease revenue - related parties	$	105,000		$	-		$	157,500		$	-
Lease expense		474,996			-			798,130			-
Sublease revenue		(369,996	)		-			(640,630	)		-

Sales revenue		90			331			90			1,153
Cost of sales		-			268			-			756
Gross profit excluding sublease revenue		90			63			90			397

Gross Profit (Loss)		(369,906	)		63			(640,540	)		397

Operating Expenses
General and administrative		28,851			66,139			85,623			204,638
Lease expense		48,253			-			48,253			-
Management consulting fees - related parties		69,500			59,000			219,500			177,000
Depreciation		-			933			2,358			4,129
Total Operating Expenses		146,604			126,072			355,734			385,767

Operating loss		(516,510	)		(126,009	)		(996,274	)		(385,370	)

Other Income (Expense)
Income from equity-method investment		-			757,991			-			1,499,355
Gain on forgiveness of related party note payable		-			-			-			30,000
Impairment of inventory		-			-			(27,336	)		-
Gain on sale of subsidiary		-			386,287			-			386,287
Loss on impairment of equity-method investment		-			(10,787,652	)		-			(10,787,652	)
Total Other Income (expense)		-			(9,643,374	)		(27,336	)		(8,872,010	)

Loss before taxes		(516,510	)		(9,769,383	)		(1,023,610	)		(9,257,380	)

Provision for income taxes		-			-			-			-

Net Loss	$	(516,510	)	$	(9,769,383	)	$	(1,023,610	)	$	(9,257,380	)
Net Loss Per Share – Basic and Diluted	$	(0.01	)	$	(0.11	)	$	(0.01	)	$	(0.10	)
Weighted Average Common Shares – Basic and Diluted		73,103,569			91,163,569			72,204,741			91,163,569

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

F-3

PINEAPPLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

Nine Months Ended September 30, 2023

	Shares		Amount		Capital		Deficit			be issued			Deficit
										Subscriptions
	Common Stock				Additional Paid in		Accumulated			received, shares to			Total Stockholders’
	Shares		Amount		Capital		Deficit			be issued			Deficit
Balance as of December 31, 2022 (As Adjusted)^		71,163,569	$	7	$	22,004,079	$	(23,538,764	)	$	150,000		$	(1,384,678	)
Common stock issued on subscription received		600,000		-		150,000		-			(150,000	)		-
Net loss		-		-		-		(67,519	)		-			(67,519	)
Balance as of March 31, 2023^		71,763,569	$	7	$	22,154,079	$	(23,606,283	)	$	-		$	(1,452,197	)
Common stock issued for cash		340,000		-		85,000		-			-			85,000
Common stock issued for acquisition of corporation under common control		1,000,000		-		-		-			-			-
Net loss		-		-		-		(439,581	)		-			(439,581	)
Balance as of June 30, 2023		73,103,569	$	7	$	22,239,079	$	(24,045,864	)	$	-		$	(1,806,778	)
Net loss		-		-		-		(516,510	)		-			(516,510	)
Balance as of September 30, 2023		73,103,569	$	7	$	22,239,079	$	(24,562,374	)	$	-		$	(2,323,288	)

*	Retrospectively reflect Pineapple Wellness accounts under transactions between entities under common control

Nine Months Ended September 30, 2022

					Additional					Subscriptions received,		Total Stockholders’
	Common Stock				Paid in		Accumulated			shares to		Equity
	Shares		Amount		Capital		Deficit			be issued		(Deficit)
Balance as of December 31, 2021^		91,163,569	$	9	$	22,004,077	$	(15,687,151	)	$	-	$	6,316,935
Common stock subscription received		-		-		-		-			100,000		100,000
Net income		-		-		-		375,247			-		375,247
Balance as of March 31, 2022^		91,163,569	$	9	$	22,004,077	$	(15,311,904	)	$	100,000	$	6,792,182
Common stock subscription received		-		-		-		-			50,000		50,000
Net income		-		-		-		136,756			-		136,756
Balance as of June 30, 2022^		91,163,569	$	9	$	22,004,077	$	(15,175,148	)	$	150,000	$	6,978,938
Balance		91,163,569	$	9	$	22,004,077	$	(15,175,148	)	$	150,000	$	6,978,938
Common stock subscription received		-		-		-		-			50,000		50,000
Common stock issued on subscription received		-		-		-		-			50,000		50,000
Net loss		-		-		-		(9,769,383	)		-		(9,769,383	)
Net income (loss)		-		-		-		(9,769,383	)		-		(9,769,383	)
Balance as of September 30, 2022^		91,163,569	$	9	$	22,004,077	$	(24,944,531	)	$	200,000	$	(2,740,445	)
Balance		91,163,569	$	9	$	22,004,077	$	(24,944,531	)	$	200,000	$	(2,740,445	)

*	Retrospectively reflect Pineapple Wellness accounts under transactions between entities under common control

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-4

PINEAPPLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2023			2022
	For the Nine Months Ended September 30,
	2023			2022
				(As Adjusted)
Cash Flows from Operating Activities
Net Loss	$	(1,023,610	)	$	(9,257,380	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Impairment of inventory		27,336			-
Depreciation of property and equipment		2,358			4,129
Income from equity-method investment		-			(1,499,355	)
Gain on forgiveness of related party note payable		-			(30,000	)
Loss on impairment of equity-method investment		-			10,787,652
Gain on sale of subsidiary		-			(386,287	)
Changes in operating assets and liabilities:
Inventory		(4,710	)		(3,961	)
Security deposits		(375,971	)		-
Right-of-use assets		581,764			-
Accounts payable and accrued liabilities		3,738			90,758
Accounts payable - related party		166			31,000
Operating lease liabilities		(184,857	)		-
Due to affiliates		1,036,917			159,449
Net cash provided by (used in) operating activities		63,131			(103,995	)

Cash Flows from Financing Activities
Proceeds from related parties		86,241			-
Repayment to related parties		(234,372	)		-
Proceeds from issuance of common stock		85,000			-
Proceeds from stock subscription		-			150,000
Proceeds from related party notes payable		-			5,995
Repayments of related party notes payable		-			(52,000	)
Net cash provided by (used in) financing activities		(63,131	)		103,995

Net Change in Cash		-			-
Cash, Beginning of Period		-			-
Cash, End of Period	$	-		$	-

Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Recognition of right-of-use assets	$	8,311,383		$	-
Common stock issued on subscription received	$	150,000		$	-

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

F-5

PINEAPPLE, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

Note 1 – Organization and Description of Business

Pineapple, Inc. (“Pineapple” or the “Company”) was originally formed in the State of Nevada under the name Global Resources, Ltd. on August 3, 1983. On April 12, 1999, the Company changed its name to “Helixphere Technologies Inc.”. On September 19, 2013, the Company changed its name to “New China Global Inc.” On October 30, 2013, the Company filed its Articles of Continuance with the Secretary of State of Wyoming pursuant to which the Company was re-domiciled from the State of Nevada to the State of Wyoming. On July 15, 2014, the Company filed an amendment to its Articles of Incorporation to change its name from “New China Global Inc.” to “Globestar Industries”. On September 3, 2015, the Company changed its name to “Pineapple Express, Inc.” from “Globestar Industries.” The Company’s name has no relation to the 2008 motion picture produced by Columbia Pictures. The Company later received regulatory approval from the Financial Industry Regulatory Authority (“FINRA”) to change its name to Pineapple, Inc.

On March 10, 2023, the Company entered into an Amended Binding Letter Agreement with Mr. Ortega, effective as of December 31, 2022 amending a prior Binding Letter Agreement executed January 4, 2023, where the Company agreed to sell 45.17% of its equity interest in Pineapple Ventures, Inc. (“PVI”), in exchange for the purchase price of 20,000,000 shares of the Company’s common stock at $0.0000001 par value per share and the extinguishment of all of the Company’s debt to PVI and Neu-Ventures, Inc., respectively, of which both PVI and NVI are wholly owned by Ortega. During the year ended December 31, 2022, the Company recognized a gain on extinguishment of debt to PVI and NVI of $1,477,032.

On June 12, 2023, the Company entered into an Amendment to the Letter of Intent, by and between the Company and Matthew Feinstein (the “Amended LOI”), which amends the Binding Letter of Intent, dated September 28, 2022. Pursuant to the Amended LOI, the Company shall acquire 100% of the issued and outstanding shares of the common stock of Pineapple Wellness, Inc., a California corporation (“PW”) from Matthew Feinstein, the Chief Financial Officer, Director and shareholder of the Company and also the sole shareholder of PW, in exchange for 1,000,000 shares of the Company’s common stock, valued at $0.90, the Company’s stock price on the date of acquisition. The investment in the common controlled entity and additional paid in capital of $900,000 were eliminated upon consolidation due to the acquisition of the entity under common control.

F-6

Presently, the Company procures and leases properties to licensed cannabis operators and provides nationwide hemp-derived CBD sales via online and in-store transactions. Through the Company’s operating subsidiary, Pineapple Express Consulting Inc., it also offers cannabis business licensing and consulting services.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). They do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes, and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2023. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Basis of Consolidation

The consolidated financial statements include the accounts of Pineapple, Inc. and its wholly owned subsidiaries, THC Industries, LLC and Pineapple Express Consulting, Inc. and Pineapple Wellness, Inc., doing business as Pineapple Wellness. Intercompany accounts and transactions have been eliminated.

The Company’s consolidated subsidiaries and/or entities are as follows:

Name of Consolidated Subsidiary or Entity	State or Other Jurisdiction of Incorporation or Organization	Date of Incorporation or Formation (Date of Acquisition, if Applicable)	Attributable Interest
THC Industries, LLC	California	12/23/2015 (formed) 2/16/2016 (acquired by the Company)		100	%
Pineapple Express Consulting, Inc.	California	3/16/2017		100	%
Pineapple Wellness, Inc.	California	6/24/2019 (formed) 6/12/2023 (acquired by the Company)		100	%

Use of Estimates in Financial Reporting

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include the recoverability and useful lives of long-lived assets, assessment of legal accruals, the fair value of the Company’s stock, Incremental borrowing rate (“IBR”) used for leases and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

During the third quarter ended September 30, 2023, we completed an assessment of the IBR used on our operating leases entered into during the nine months ended September 30, 2023. We determined to modify the general rate we applied to all leases of 6.5% to use IBR rates estimated on the day of operating lease commencement, ranging from 6.2% to 6.95%, which allow for more accurate valuation of ROU assets and lease liability for each individual leased office premise. This change in accounting estimate was effective July 1, 2023 and was accounted for prospectively in the condensed consolidated financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation. (Note 13)

F-7

Fair Value of Financial Instruments

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below:

	Level 1-	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

	Level 2-	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

	Level 3-	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable and accrued liabilities, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates.

Acquisition Under Common Control

Under ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the receiving entity shall recognize the assets and liabilities transferred at their historical cost and under ASC 805-50-45-5 the financial statements presented for prior years shall be retrospectively adjusted for the periods during which the entities were under common control.

Security Deposits

As of September 30, 2023, security deposits relate to security deposits paid for ten office premises of $375,971.

Inventory

Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.

During the nine months ended September 30, 2023, the Company acquired inventory of hemp CBD wellness products of $4,710 and recorded inventory impairment of $27,336. As of September 30, 2023 and December 31, 2022, the Company had inventory of $4,710 and $27,336, respectively.

Property and Equipment

Property and equipment consist of furniture and fixtures and office equipment. They are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

The estimated useful lives of the classes of property and equipment are as follows:

Office equipment	5 years
Furniture and fixtures	7 years

F-8

Investment – Equity Method

The Company accounted for its equity method investment PVI at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investment for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of December 31, 2022, management identified indicators of other-than-temporary impairment that at that period led to the conclusion that the carrying value of its equity method investment is not recoverable. As a result, the Company has recorded an impairment write-down in the consolidated statements of operations for the year ended December 31, 2022. During the nine months ended September 30, 2023 and September 30, 2022, the Company recorded income from equity method investment of $0 and $1,499,355, respectively.

Related Party Balances and Transactions

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 8)

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Non-lease components such as common area maintenance (“CAM”), variable expenses, and late fees were excluded from calculation for ROU assets and lease liabilities. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease expense is reported under cost of sales in the Consolidated Statements of Operations in line with the Company’s main operation of procuring and leasing properties to licensed cannabis operators. For office premises that are not used for subleasing, leases expense is reported under lease expense of operating expenses in the Consolidated Statements of Operations.

Sublease

Under ASC 842, income for a sublessor operating lease is recognized as a single lease income item on a straight-line basis over the lease term and reflected in the appropriate income statement line item based on the lease asset’s function. For transactions where the company is considered the sublessor, revenue for operating leases is recognized on a monthly basis over the term of the lease. Sublessor revenue relates to operating leases that the Company is subleasing. The Company recognizes sublease revenue on a gross basis. (see note 9)

Revenue Recognition

The Company’s revenue derives from sublease revenue and sales of CBD products.

The Company recognizes revenue from the sale of CBD products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

F-9

For the nine months ended September 30, 2023 and 2022, the Company recognized revenue from the sale of CBD products of $90 and $1,153 and incurred cost of sales from CBD products of $0 and $756, resulting in gross profit of $90 and $397 from CBD products, respectively.

The Company recognizes revenue from subleasing of office premises in accordance with ASC842, “Lease Accounting”. The Company recognizes sublease revenue on monthly straight-line basis over the lease term on gross basis.

For the nine months ended September 30, 2023 and 2022, the Company recognized sublease revenue from related parties of $157,500 and $0 and incurred lease expense of $798,130 and $0, resulting in gross loss of $640,630 and $0 from subleases, respectively.

Net Income (Loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At September 30, 2023 and December 31, 2022, the Company had no options or warrants outstanding and no shares issuable for conversion of notes payable.

Recently Adopted and Pending Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Note 3 – Going Concern

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its consolidated financial statements, the Company has an accumulated deficit of $24,562,374 as of September 30, 2023 and incurred a net loss of $1,023,610 during the nine months ended September 30, 2023.

The Company has incurred net losses during the nine months ended September 30, 2023 and in all prior years. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s primary source of operating funds since inception has been cash proceeds from the private placements of its common stock and from issuance of its short-term on demand loans, primarily from related parties. The Company intends to raise additional capital in the short term through addition of demand loans and, once the up listing to a higher exchange is completed, through private placements to sell restricted shares of common stock to investors. There can be no assurance that these funds will be available on terms acceptable to the Company, or at all, or will be sufficient to enable the Company to fully complete its development activities or sustain operations.

F-10

If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, scale back its current business plan and/or curtail operations until sufficient additional capital is raised to support further operations.

The Company’s ability to continue as a going concern is dependent on its ability to execute its strategy and on its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to it. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity and/or convertible debt financing.

Note 4 – Property and Equipment

Property and equipment as of September 30, 2023 and December 31, 2022 is summarized as follows:

Schedule of Property and Equipment

	September 30, 2023			December 31, 2022
Furniture and fixtures	$	43,152		$	43,152
Office equipment		12,321			12,321
Total property and equipment		55,473			55,473
Less: Accumulated depreciation		(55,473	)		(53,115	)
Total property and equipment, net	$	-		$	2,358

Depreciation expense for the nine months ended September 30, 2023 and 2022 was $2,358 and $4,129, respectively.

Note 5 – Notes Payable, Related Party

Notes payable-related party, are comprised of the following as of September 30, 2023 and December 31, 2022:

Noteholder	Due		Interest Rate			Secured		September 30, 2023		December 31, 2022
Rob Novinger		Demand		0	%		No	$	30,851	$	30,851
Neu-Ventures, Inc.		Demand		0	%		No	$	15,882	$	15,882
								$	46,733	$	46,733

Rob Novinger (shareholder)

Rob Novinger is a shareholder and creditor to the Company. There was no activity during the nine months ended September 30, 2023. The balance of the related party note payable is $30,851 as of September 30, 2023 and December 31, 2022.

Neu-Ventures, Inc.

Neu-Ventures, Inc. is an entity owned by our former majority shareholder and current shareholder, Mr. Ortega. These advances are due on demand and do not incur interest. The balance of the related party note payable is $15,882 as of September 30, 2023 and December 31, 2022.

F-11

Note 6 – Note Payable

The Company, through our former subsidiary, Better Business Consultants, Inc., entered into a $25,000 small business “line of credit” with Kabbage, Inc. on July 2, 2016, for purposes of funding periodic capital needs. The original agreement provided for a term of six months but has been extended month-to-month thereafter by mutual verbal consent of the parties. The total balance of that credit line as of September 30, 2023 and December 31, 2022, is $26,609, which includes principal of $19,838 and $6,771 of accrued interest from prior years. The balance has been guaranteed by Matt Feinstein, a director of the Company. The Company is currently in talks with a collection company to settle this debt and has stopped accruing interest. There has been no activity during the nine months ended September 30, 2023 and 2022.

Note 7 – Settlement Payable-Related Party

At September 30, 2023 and December 31, 2022, the settlement payable related party balance consists of the following:

Noteholder	September 30, 2023		December 31, 2022
Investor Three		615,000		615,000
Settlement payable	$	615,000	$	615,000

Investor Three

In December 2015, the Company entered into a Revenue Share Agreement for $750,000 that was recorded as “advances on agreements” liability. As per the Revenue Share Agreement, in the event that, for the period from February 5, 2016, through the three-year anniversary of the Effective Date, if Lessee fails to pay the Company any Fixed Minimum Rent, the Company shall be required to pay to Investor Three, in full, Investor Three’s share each month until the Company has paid Investor Three an aggregate of $825,000 under this Revenue Share Agreement. Thereafter, the Company shall have no further obligations or responsibilities to Investor Three in connection with this Revenue Share Agreement. Due to the above clause, by reason of defaults on the DHS Project (as defined elsewhere herein), an additional penalty of $75,000 was incurred which was recorded as deferred finance cost. During the fiscal year 2018, the Company reduced $200,000 of principal by transferring land to Investor Three. During the fiscal year 2018, the Company also recorded a loss on settlement of debt in the consolidated statements of operations increasing the balance by $97,800 to $615,000 at December 31, 2018. There has been no activity during the nine months ended September 30, 2023. This balance remains outstanding as of September 30, 2023 and December 31, 2022, and is classified as settlement payable-related party on the Company’s consolidated balance sheets.

Note 8 – Related Party Transactions

During the nine months ended September 30, 2023, the Company recognized sublease revenue of $17,500 and recorded sublease receivable of $17,500 for an office premise located at 8912 Reseda Blvd, Northridge, CA 91324 in pursuant to sublease agreement entered with a cannabis company who is affiliated with the Director of Pineapple, Inc. (Note 9)

During the nine months ended September 30, 2023, the Company recognized sublease revenue of $140,000 and for an office premise located at 1704 N.Vine St. Unit 102 Hollywood CA 90028 in pursuant to sublease agreement entered with an entity who is affiliated with the Director of Pineapple, Inc. (Note 9)

During the nine months ended September 30, 2023 and 2022, the Company incurred management consulting fees of $219,500 and $177,000, respectively. As of September 30, 2023 and December 31, 2022, the management consulting fee payable was $31,666, and $31,500, respectively.

During the nine months ended September 30, 2023, Pineapple Consolidated, Inc. (“PCI”), a company controlled by the Director of Pineapple, Inc., advanced $86,241 to the Company, made lease payment, security deposit payment, management consulting fees and other operating expenses of $1,042,637 on behalf of the Company and was repaid for $234,282. During the nine months ended September 30, 2023, the amount due to PCI was also repaid through $50,000 proceeds from issuance of common stock. (Note 11) As of September 30, 2023 and December 31, 2022, the amount due to PCI was $844,596 and $0, respectively.

F-12

During the nine months ended September 30, 2023, PVI, a company owned and controlled by shareholder Jaime Ortega, made lease payment of $44,280 on behalf of the Company and was repaid for $90. As of September 30, 2023 and December 31, 2022, the amount due to PVI was $65,646 and $21,456, respectively.

The loans from the related parties are due on demand and non-interest bearing.

As of September 30, 2023 and December 31, 2022, the total amount due to affiliates is $910,242 and $21,456, respectively.

Note 9 – Leases

Schedule of Leases

							As of September 30, 2023				Nine months ended September 30, 2023 Lease Expense				Nine months ended September 30, 2023
Location	Entity	Nature	Start	End	Security Deposit		ROU Assets		Lease Liabilities		COGS		Operating Expense		Sublease Revenue
8707 Venice Blvd, Los Angeles, CA 90034	Pineapple Inc.	Subleasing	4/1/2023	3/31/2028	$	20,000	$	472,286	$	493,636	$	61,550	$	-	$	-
8912 Reseda Blvd, Northridge, CA 91324	Pineapple Inc.	Subleasing	1/1/2023	12/31/2027	$	12,000	$	539,571	$	551,570	$	108,000	$	-	$	17,500
467 S.La Brea Ave., Los Angeles, CA 90036	Pineapple Inc.	Subleasing	5/1/2023	4/30/2028	$	37,998	$	918,470	$	1,016,173	$	111,005	$	-	$	-
4830 Huntington Drive South Los Angeles CA 90032	Pineapple Inc.	Subleasing	6/1/2023	5/31/2028	$	-	$	-	$	-	$	17,000	$	-	$	-
8342-8344 West 3rd St Los Angeles CA 90048	Pineapple Inc.	Subleasing	5/1/2023	4/30/2028	$	38,000	$	918,975	$	979,135	$	98,210	$	-	$	-
19841 Ventura Blvd. Woodland Hills CA 91364	Pineapple Inc.	Subleasing	8/1/2023	1/31/2029	$	21,330	$	563,955	$	574,458	$	22,528	$	-	$	-
7542-7544 Balboa Blvd. Lake Balboa, CA	Pineapple Inc.	Subleasing	4/15/2023	10/14/2027	$	92,000	$	984,527	$	1,048,847	$	139,320	$	-	$	-
2378 Westwood Boulevard, Los Angeles CA 90064	Pineapple Inc.	Subleasing	9/1/2023	8/31/2028	$	26,650	$	668,317	$	681,642	$	13,881	$	-	$	-
1485 W.Sunset Blvd., Los Angeles, CA	Pineapple Inc.	Subleasing	5/15/2023	11/14/2030	$	20,280	$	1,384,139	$	1,489,290	$	105,150	$	-	$	-
1704 N.Vine St. Unit 102 Hollywood CA 90028	Pineapple Inc.	Subleasing	6/1/2023	9/30/2025	$	50,000	$	583,628	$	583,628	$	121,486	$	-	$	140,000
12301 Wilshire Blvd. Suite 302 Los Angeles CA	Pineapple Inc.	Headquarter	8/1/2023	9/1/2026	$	57,713	$	366,371	$	377,474	$	-	$	22,645	$	-
8783 W.Pico Blvd., Los Angeles, CA 90035	Pineapple Wellness	Retail Store	7/1/2023	2/1/2028	$	-	$	329,380	$	330,673	$	-	$	25,607	$	-
					$	375,971	$	7,729,619	$	8,126,526	$	798,130	$	48,253	$	157,500

On January 11, 2023, the Company entered into a lease agreement for an office premise located at 8912 Reseda Blvd, Northridge, CA 91324 under a five-year term with two 5-year extension options upon expiry and monthly lease payment of $12,000. The lease agreement commenced on January 1, 2023. During the nine months ended September 30, 2023, the Company made lease payments of $96,000 for base lease and security deposit of $12,000. As of September 30, 2023, lease payable was $12,000 for September 2023 base lease. During the nine months ended September 30, 2023, the Company recorded lease expense of $108,000 for base lease recorded under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $539,571 and operating lease liability was $551,570.

On March 10, 2023, the Company entered into a lease agreement for an office premise located at 8707 Venice Blvd, Los Angeles, CA 90034 under a five-year term with two 5-year extension options upon expiry and monthly lease payment of $5,000 for the first 6 months then $10,000 per month thereafter, with annual escalation rate of 4%. The lease agreement commenced on April 1, 2023. During the nine months ended September 30, 2023, the Company made lease payments of $40,200, which includes base lease of $40,000 and late fee of $200, and security deposit of $20,000. During the nine months ended September 30, 2023, the Company recorded lease expense of $61,550, which includes base lease of $61,350 and late fee of $200, under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $472,286 and operating lease liability was $493,636.

On May 1, 2023, the Company entered into a lease agreement for an office premise located at 467 S.La Brea Ave., Los Angeles, CA 90036 under a five-year term and monthly lease payment of $18,999 with annual escalation rate of 3% and monthly CAM payment of $4,434. The lease agreement commenced on May 1, 2023 and provides with lease abatement for the first two months. During the nine months ended September 30, 2023, the Company made security deposit of $37,998 and no lease or CAM payments were made during that time period. As of September 30, 2023, lease payable was $56,997 for July to September 2023 monthly base lease and common area maintenance (CAM) payable was $13,302 for July to September 2023 CAM. During the nine months ended September 30, 2023, the Company recorded lease expense of $111,005 which includes base lease of $97,703 and CAM of $13,302, under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $918,470 and operating lease liability was $1,016,173.

On April 10, 2023, the Company entered into a lease agreement for an office premise located at 8342-8344 West 3rd St Los Angeles CA 90048 under a five-year term with a 5-year extension option upon expiry and monthly lease payment of $19,000 with annual escalation rate of 4%. The lease agreement commenced on May 1, 2023 and provides with lease abatement for the first three months. During the nine months ended September 30, 2023, the Company made lease payments of $38,050, which includes base lease of $38,000 and late fee of $50, and security deposit of $38,000. During the nine months ended September 30, 2023, the Company recorded lease expense of $98,210, which includes base lease of $98,160 and late fee of $50, under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $918,975 and operating lease liability was $979,135.

On April 1, 2023, the Company was assigned from PVI for lease obligation for an office premise located at 7542-7544 Balboa Blvd. Lake Balboa, CA under monthly lease payment of $12,500 with annual escalation rate of 5% and will expire on October 14, 2027. The Company is also provided with two 5-year extension options upon expiry. During the nine months ended September 30, 2023, the Company made lease payments of $75,000 for monthly base lease and security deposit of $92,000. During the nine months ended September 30, 2023, the Company recorded lease expense of $139,320 for monthly base lease, under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $984,527 and operating lease liability was $1,048,847.

On May 15, 2023, the Company entered into a lease agreement for an office premise located at 1485 W. Sunset Blvd., Los Angeles, CA under a 90-month term with an 5-year extension option upon expiry and monthly lease payment of $20,280 with annual escalation rate of 3% and provided with lease abatement for the first six months until November 2023. During the nine months ended September 30, 2023, the Company made security deposit of $20,280. During the nine months ended September 30, 2023, the Company recorded lease expense of $105,150 for monthly base lease under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $1,384,139 and operating lease liability was $1,489,290.

On June 1, 2023, the Company was assigned from PVI for lease obligation for an office premise located at 1704 N. Vine St. Unit 102 Hollywood CA 90028 with monthly lease payment of $25,950 and monthly CAM payment of $4,414 and will expire on September 30, 2025. During the nine months ended September 30, 2023, the Company made lease payments of $121,486, which includes base lease of $103,800, CAM of $17,656 and late fee of $30, and security deposit of $50,000. During the nine months ended September 30, 2023, the Company recorded lease expense of $121,486 which includes base lease of $103,800, CAM of $17,656 and late fee of $30, under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $583,628 and operating lease liability was $583,628.

F-13

On May 23, 2023, the Company entered into a lease agreement for an office premise located at 19841 Ventura Blvd. Woodland Hills CA 91364 under a 66month term and monthly lease payment of $10,665 with 50% rent abatement for the first three months of the lease and monthly CAM payment of $680. The lease commenced on August 1, 2023. During the nine months ended September 30, 2023, the Company made lease payments of $11,345, which includes base lease $10,665 and CAM of $680, and security deposit of $21,330. As of September 30, 2023, the CAM payable was $680. During the nine months ended September 30, 2023, the Company recorded lease expense of $22,528, which includes base lease of $21,168 and CAM of $1,360, under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $563,955 and operating lease liability was $574,458.

On June 2, 2023, the Company entered into a lease agreement for an office premise located at 4830 Huntington Drive South Los Angeles CA 90032 under a five-year term. The lease was delayed due to city permit granting issue and was then cancelled on August 28, 2023. The Company has made lease payment of $17,000 through September 30, 2023 and incurred the lease expense of $17,000 under cost of sales cost of sales in the Consolidated Statements of Operations. Due to the cancellation of the lease obligation and never taking possession of the property there was no actual lease commencement date. As a result, the Company did not recognize right-of use asset and operating lease liability. The Company is not entitled to return of the $17,000 as that was paid during the entitlement process and earned by the Landlord under the terms of the lease agreement.

On August 25, 2023, the Company entered into a lease agreement for an office premise located at 2378 Westwood Boulevard, Los Angeles CA 90064, with a commencement date of September 1, 2023, under a five-year term with a 5-year extension option upon expiry, monthly lease payment of $13,325 and monthly CAM payment of $556. During the nine months ended September 30, 2023, the Company made security deposit of $26,650. As of September 30, 2023, lease payable was $13,325 for September 2023 base lease and common area maintenance (CAM) payable was $556 for September 2023 CAM. During the nine months ended September 30, 2023, the Company recorded lease expense of $13,881, which includes base lease of $13,325 and CAM of $556 under cost of sales in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $668,317 and operating lease liability was $681,642.

On July 20, 2023, the Company entered into a lease agreement for an office premise located at 12301 Wilshire Blvd. Suite 302 Los Angeles CA as headquarter of the Company, with a commencement date of August 1, 2023, under a 38-month term and monthly lease payment of $11,543 with annual escalation rate of 3% and provided with lease abatement for 2^nd month (September 2023) and 3^rd month (October 2023). During the nine months ended September 30, 2023, the Company made lease payments of $11,543 for base lease and security deposit of $57,713. During the nine months ended September 30, 2023, the Company recorded lease expense of $22,645 for base lease under lease expense of operating expense in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $366,371 and operating lease liability was $377,474.

On July 1, 2023, Pineapple Wellness was assigned from PVI for leasing of an office premise located at 8783 W. Pico Blvd., Los Angeles, CA 90035 as Retail Store of the Company, with remaining 56-month term and monthly lease payment of $6,788 with annual escalation of 3% and monthly CAM payment of $1,318. During the nine months ended September 30, 2023, the Company made lease payments of $24,315 includes base lease of $20,263 and CAM of $3,953. During the nine months ended September 30, 2023, the Company recorded lease expense of $25,608 includes base lease of $21,656 and CAM of $3,953, under lease expense of operating expense in the Consolidated Statements of Operations. As of September 30, 2023, the right-of-use asset was $329,380 and operating lease liability was $330,673.

The components of operating leases were as follows:

As of September 30, 2023 and December 31, 2022, the Company had the following lease obligations:

Schedule of Operating Lease Liability

	Discount					September 30,		December 31,
	Rate			Maturity		2023		2022
Current		6.20%-6.95	%		2026-2030	$	1,618,330	$	-
Non-current		6.20%-6.95	%		2026-2030		6,508,196		-
						$	8,126,526	$	-


Balance - December 31, 2022	$	-
Lease liability additions		8,311,383
Repayment of lease liability		(395,370	)
Imputed interest		210,513
Balance - September 30, 2023	$	8,126,526

The following table summarizes the maturity of our lease liabilities as of September 30, 2023:

Year Ending December 31,
2023 (excluding the nine months ended September 30, 2023)	$	466,992
2024		2,083,238
2025		2,053,999
2026		1,833,082
2027		1,714,157
Thereafter		1,293,646
Total lease payments		9,445,114
Less: imputed interest		(1,318,588	)
Lease liabilities	$	8,126,526

F-14

The following summarizes other supplemental information about the Company’s operating leases as of September 30, 2023:

Weighted average discount rate		6.20% - 6.95%
Weighted average remaining lease term (years)		4.42 years

Lease Cost


Office premises under sublease:

	Nine months ended
Operating lease cost:	September 30, 2023
Fixed lease cost	$	747,976
Variable lease cost		17,280
Non-lease component		32,874
Total Operating lease cost		798,130
Sublease income		(157,500	)
Total lease cost, net	$	640,630

During the nine months ended September 30, 2023, the Company incurred lease expense of $798,130 including base lease of $747,976, variable lease cost and late fee of $17,280 and CAM of $32,873, reported under cost of sales in the Consolidated Statements of Operations for nine leased office premises. As of September 30, 2023, two of the nine office premises were subleased. All of the nine leased office premises will be subleased within Q1 ended March 31, 2024.


Office premises not under sublease:

	Nine months ended
Operating lease cost:	September 30, 2023
Fixed lease cost	$	44,300
Variable lease cost		-
Non-lease component		3,953
Total lease cost	$	48,253

During the nine months ended September 30, 2023, the Company incurred lease expense of $48,253 including base lease of $44,300 and CAM of $3,953, reported under operating expense in the Consolidated Statements of Operations for two leased office premises that are used as company headquarters and retail store and are not planned to be subleased.

Sublease

On January 15, 2023, the Company, the sublessor, entered into a sub-lease agreement with a sublessee for an office premise located at 8912 Reseda Blvd, Northridge, CA 91324 under a five-year term and monthly lease payment of $16,000. The sub-lease was effective on January 15, 2023 with the lease commencement date of January 1, 2023. The sub-lease agreement provides with rent abatement to the sublessee for the first three months from January to March 2023. As of September 30, 2023, the office premises are under construction which is planned to be completed in December 2023. (Note 8)

On June 1, 2023, the Company was assigned from PVI sub-lease agreement with a sublessee for an office premise located at 1704 N. Vine St. Unit 102 Hollywood CA 90028. The sublease agreement will expire on December 31, 2025 with monthly lease payment of $35,000. (Note 8)

During the nine months ended September 30, 2023, the Company recognized sublease revenue from related parties of $157,500.

Note 10 – Advances on Agreements

At September 30, 2023 and December 31, 2022, advances on agreements balance consist of the following:

Schedule of Advance on Agreement

Noteholder	September 30, 2023		December 31, 2022
Investor One and Investor Two		169,000		169,000

Advances on Agreements	$	169,000	$	169,000

Investor One

On February 16, 2016, the Company entered into a Binding Letter of Intent (“BLOI1”) with Investor One that the Company deemed a financing agreement for the purchase of a certain property (APN: 665-030-044), and upon completion of development of the acquired property, subsequently a revenue share agreement that was for the following considerations: (i) payment by Investor One of $125,000, representing one-half the purchase price of the property, (ii) the Company would have repurchased the financed property for $187,500 within one year of the purchase, and (iii) “rent” payments of $3,750 per month would have occurred during the referenced one year period.

F-15

During March 2016, the $125,000 in financing from Investor One, in addition to $40,768 from the Company, was deposited in Escrow No.: 7101604737-ST with Chicago Title Company against the purchase of another property (APN: 665-030-043) that was the subject of additional funding by Investor Two, described below.

Investor Two

On March 18, 2016, the Company entered into a Binding Letter of Intent (“BLOI2”), subsequently amended by a Real Property Purchase and Sale Agreement and Joint Escrow Instructions (“Subsequent Land Purchase Agreement”) dated March 21, 2016, both of which the Company deemed a financing agreement for the purchase of a certain property (APN: 665-030-043) for the following considerations: (i) payment by Investor Two of $350,000 of the $515,000 purchase price of the property, (ii) the Company would assign the existing escrow amount of $165,768 to Investor Two, who would close the transaction and take title to the property, (iii) the Company would pay any taxes, fees and other out-of-pocket expenses associated with the transaction, and (iv) the Company would have repurchased the property from Investor Two for a price of $500,000 within ninety days of the closing of the transaction.

On March 22, 2016, Investor Two deposited $350,000 into the escrow account referenced above and the transaction closed with title conveyed to Investor Two as required under BLOI2. Subsequent to closing, the Company defaulted under the BLOI2 and the Subsequent Land Purchase Agreement as it did not reacquire the property in the required ninety days after closing. As a consequence, the Company forfeited the $165,768 deposited into the Chicago Title Escrow account referenced above.

Investment Accounting Treatments for Investors One and Two

The escrow agreement closed and Investor Two took title to property. There is no provision in BLOI2, or in the Subsequent Land Purchase Agreement, that would impose any continuing liability on the Company other than the loss of the Company’s escrow deposit.

As no terms and conditions were established to characterize the $125,000 investment as a Note Payable, the Company has recorded a continuing liability to Investor One in connection with BLOI1 having been recorded as a deferred liability. Contrary to the case with Investor Two, the Company acknowledged the additional $62,500 liability provided for under BLOI1 and $187,500 was recorded as “advances on agreements” as a short-term deferred liability on the Company’s books and records. Additionally, BLOI1 provided for a “rent” payment of $3,750 for a period of twelve months after execution of BLOI1.

In February 2019, the Company entered into a settlement agreement with Investor One which required the issuance of 20,000 shares of the Company’s common stock and established an additional principal sum for repayment of $200,000. The settlement includes installment payments of $10,000 per month beginning on February 15, 2019, until the balance is repaid and ends the accrual of interest. Prior to entering into the settlement agreement, the Company had recorded interest expense of $4,125, bringing the balance from $187,500 at December 31, 2018 to $191,625. The settlement agreement resulted in additional expense of $8,375. The Company made three $10,000 payments during the year ended December 31, 2019, reduced the value by another $1,000 in connection with the 20,000 shares being valued at $11,000 instead of the $10,000 value initially discussed. There was no activity during the nine months ended September 30, 2023 and 2022.

Note 11 – Stockholders’ Equity

The Company is authorized to issue 525,000,000 shares of capital stock, $0.0000001 par value per share, of which 5,000,000 shares are designated as Series A Convertible Preferred stock, 20,000,000 shares are designated as preferred stock and 500,000,000 shares are designated as common stock. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued and outstanding.

During the nine months ended September 30, 2023, the Company issued 600,000 shares common stock for stock subscription of $150,000 received during the year ended December 31, 2022.

F-16

During the nine months ended September 30, 2023, the Company issued 340,000 shares of common stock for cash proceeds of $85,000, of which proceeds of $50,000 was used for repaying the amount due to the Company’s related party PCI. (Note 8)

On June 12, 2023, the Company issued 1,000,000 shares of common stock valued at $0.90 per share, the Company’s stock price on the date of acquisition, to acquire 100% of the issued and outstanding shares of common stock of Pineapple Wellness, Inc., a California corporation controlled by the Chief Financial Officer, Director and shareholder of the Company. The investment in the common controlled entity and additional paid in capital of $900,000 were eliminated upon consolidation due to the acquisition of the entity under common control.

During the nine months ended September 30, 2022, the Company received proceeds from stock subscriptions of $150,000 for 400,000 shares at $0.25 per share.

As of September 30, 2023 and December 31, 2022, the total issued and outstanding common stock was 73,103,569 shares and 71,163,569 shares, respectively.

Note 12 - Equity Method Investment

In March 2019, the Company acquired a 50% investment in PVI in exchange for 2,000,000 shares of the Company’s Series A Preferred stock, which upon issuance were immediately converted into 20,000,000 shares of common stock. The investment has been accounted for under the equity method. In addition to having a direct investment, the Company also noted that common ownership with PVI represents an additional variable interest. However, it was determined that the Company does not have the power to direct the activities that most significantly impact PVI’s economic performance, and therefore, the Company is not the primary beneficiary of PVI and PVI has not been consolidated under the variable interest model.

On January 17, 2020, the Company entered into an agreement with Jaime Ortega whereby in exchange for Mr. Ortega cancelling $1,062,000 of existing loans extended to the Company by Jaime Ortega, Neu-Ventures, Inc., and Sky Island, Inc., the Company transferred to Mr. Ortega 10,000 shares of capital stock of PVI. Subsequently, on February 11, 2021, the parties entered into amended agreement pursuant to which the original number of shares sold to Mr. Ortega was reduced from 10,000 shares of capital stock of PVI to 4,827 shares of capital stock of PVI. Accordingly, the Company currently owns 45,173 shares of capital stock of PVI. This amendment was entered into to correct the original agreement and properly reflect the value of the Company’s stock at the time of the initial agreement.

The investment was recorded at cost, which was determined to be $11,000,000 based on a value of $0.55 per share of common stock. A total of 10,000,000 shares of common stock were issued during fiscal year 2020. As of September 30, 2023, December 31, 2022, and September 30, 2022 the Company had 0%, 0%, and 45.17% ownership interest in PVI, respectively.

F-17

The following represents summarized financial information of PVI as of and for the nine months ended September 30, 2022:

Income statement	2022
Revenue	$	489,145
Cost of goods sold		(756	)
Gross margin		488,389
Operating expenses		(2,134,478	)
Gain on dispensary equity sale		4,965,510
Net income (loss)	$	3,319,421

Balance sheet
Current assets	$	1,437,504
Non-current assets	$	2,205,536
Current liabilities	$	(1,046,924	)
Non-Current liabilities	$	(754,440	)

The Company has recorded an income from equity investment of $1,499,355 during the nine months ended September 30, 2022.

Management reviews its equity investment for impairment if and when circumstances indicate that a decline in fair value below its carrying amount may have occurred. PNPL determined that a triggering event occurred in September 2022 with respect to its equity method investment in PVI, due to the change in business strategy as of September 1, 2022 and the general adverse developments in the California cannabis industry, both of which have negatively impacted the investment’s strategic direction. After completing its impairment assessment, management determined that the carrying amount exceeded its estimated fair value and the impairment condition was considered other than temporary. The assumptions that most significantly affected the fair value determination included projected cash flows and the discount rate. The Company-specific inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value authoritative guidance, as quoted market prices are not available.

As such, PNPL has recorded an impairment charge of $10,787,652 during Q3 2022. These non-cash impairment charges are included in other income and expenses in the condensed consolidated statement of operations for the three- and nine- months ended September 30, 2022.

Note 13 – Acquisition Under Common Control

On June 12, 2023, the Company issued 1,000,000 shares of common stock to acquire PW, a California corporation controlled by Matthew Feinstein who serves as the Chief Financial Officer, Director and Shareholder of PW. As the transaction was between entities under common control, the Company was required to recognize the assets and liabilities transferred at their historical cost and the financial statements presented for prior years were retrospectively adjusted for the periods during which the entities were under common control. commencing from the date of inception at June 24, 2019.

F-18

The Company’s Consolidated Balance Sheet as of December 31, 2022, Statement of Operations for the three months and nine months ended September 30, 2022, Statement of Cash Flow for the nine months ended September 30, 2022 and Statement of Shareholders’ Deficit for the nine months ended September 30, 2022 contain retrospective presentation for the consolidation of Pineapple Wellness accounts from its date of inception with the Company’s accounts resulted from the acquisition of the entity under common control on June 12, 2023. (Note 1)

		Originally Reported			Common Control			As Adjusted
	December 31, 2022
					Acquired Entry Under
		Originally Reported			Common Control			As Adjusted
Assets
Current Assets:
Cash	$	-		$	-		$	-
Prepaid expense		-			-			-
Lease receivable		-			-			-
Inventory		-			27,336			27,336
Total Current Assets		-			27,336			27,336

Security deposits		-						-
Property and equipment, net		2,358			-			2,358
Operating lease right-of-use assets, net		-			-			-
Total Assets	$	2,358		$	27,336		$	29,694

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	398,489		$	62		$	398,551
Accounts payable - related party		31,500			-			31,500
Accrued interest payable		6,771			-			6,771
Settlement payable - related party		615,000			-			615,000
Due to affiliates		-			21,456			21,456
Notes payable-related party		30,851			15,882			46,733
Notes payable		19,838			-			19,838
Advances on agreements		169,000			-			169,000
Contingent liabilities		105,523			-			105,523
Operating lease liability		-			-			-
Total Current Liabilities		1,376,972			37,400			1,414,372

Operating lease liability, non-current		-			-			-
Total Liabilities		1,376,972			37,400			1,414,372

Commitments and contingencies (note 13)		-			-			-

Stockholders’ Deficit:
Preferred stock, $0.0000001 par value, 20,000,000 shares authorized, no shares issued and outstanding		-			-			-
Series A Convertible Preferred stock, $0.0000001 par value, 5,000,000 shares authorized, no shares issued and outstanding		-			-			-
Preferred stock value		-			-			-
Common stock, $0.0000001 par value, 500,000,000 shares authorized, 71,163,569 shares issued and outstanding		7			-			7
Subscription received – shares to be issued		150,000			-			150,000
Additional paid-in-capital		22,004,079			-			22,004,079
Accumulated deficit		(23,528,700	)		(10,064	)		(23,538,764	)
Total Stockholders’ Deficit		(1,374,614	)		(10,064	)		(1,384,678	)
Total Liabilities and Stockholders’ Deficit	$	2,358		$	27,336		$	29,694

F-19

	Originally Reported			Common Control		As Adjusted			Originally Reported			Common Control			As Adjusted
	For the Three Months Ended September 30, 2022								For the Nine Months Ended September 30, 2022
				Acquired Entry Under								Acquired Entry Under
	Originally Reported			Common Control		As Adjusted			Originally Reported			Common Control			As Adjusted
Revenue
Sublease revenue	$	-		$	-	$	-		$	-		$	-		$	-
Sales revenue		-			331		331			-			1,153			1,153
Cost of sales		-			268		268			-			756			756
Gross Profit		-			63		63			-			397			397

Operating Expenses
General and administrative		66,090			49		66,139			203,553			1,085			204,638
Lease expense		-			-		-			-			-			-
Management consulting fees - related parties		59,000			-		59,000			177,000			-			177,000
Depreciation		933			-		933			4,129			-			4,129
Total Operating Expenses		126,023			49		126,072			384,682			1,085			385,767

Operating loss		(126,023	)		14		(126,009	)		(384,682	)		(688	)		(385,370	)

Other Income (Expense)
Income from equity-method investment		757,991			-		757,991			1,499,355			-			1,499,355
Gain on forgiveness of related party note payable		-			-		-			30,000			-			30,000
Gain on sale of subsidiary		386,287			-		386,287			386,287			-			386,287
Loss on impairment of equity-method investment		(10,787,652	)		-		(10,787,652	)		(10,787,652	)		-			(10,787,652	)
Total Other Income (Expense)		(9,643,374	)		-		(9,643,374	)		(8,872,010	)		-			(8,872,010	)

Income (Loss) before taxes		(9,769,397	)		14		(9,769,383	)		(9,256,692	)		(688	)		(9,257,380	)

Provision for income taxes		-			-		-			-			-			-

Net Income (Loss)	$	(9,769,397	)	$	14	$	(9,769,383	)	$	(9,256,692	)	$	(688	)	$	(9,257,380	)
Net Income (Loss) Per Share – Basic and Diluted	$	(0.11	)			$	(0.11	)	$	(0.10	)				$	(0.10	)
Net Income (Loss) Per Share – Basic	$	(0.11	)			$	(0.11	)	$	(0.10	)				$	(0.10	)
Weighted Average Common Shares – Basic and Diluted		91,163,569					91,163,569			91,163,569						91,163,569
Weighted Average Common Shares – Basic		91,163,569					91,163,569			91,163,569						91,163,569

F-20

	Originally Reported			Common Control			As Adjusted
	For the Nine Months Ended September 30, 2022
				Acquired Entry Under
	Originally Reported			Common Control			As Adjusted
Cash Flows from Operating Activities
Net loss	$	(9,256,692	)	$	(688	)	$	(9,257,380	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation of property and equipment		4,129			-			4,129
Income from equity-method investment		(1,499,355	)		-			(1,499,355	)
Gain on forgiveness of related party note payable		(30,000	)		-			(30,000	)
Loss on impairment of equity-method investment		10,787,652						10,787,652
Gain on sale of subsidiary		(386,287	)					(386,287	)
Changes in operating assets and liabilities:
Inventory		-			(3,961	)		(3,961	)
Accounts payable and accrued liabilities		90,800			(42	)		90,758
Accounts payable related party		31,000			-			31,000
Due to affiliates		154,868			4,581			159,449
Net cash used in operating activities		(103,885	)		(110	)		(103,995	)

Cash Flows from Financing Activities
Proceeds from stock subscription		150,000			-			150,000
Proceeds from related party notes payable		5,885			110			5,995
Repayments of related party notes payable		(52,000	)		-			(52,000	)
Net cash provided by financing activities		103,885			110			103,995

Net Change in Cash		-			-			-
Cash, Beginning of Period		-			-			-
Cash, End of Period	$	-		$	-		$	-

F-21

Note 14 – Commitments and Contingencies

From time to time, the Company is party to certain legal proceedings that arise in the ordinary course and are incidental to our business. Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity, or results of operations in any future reporting periods. The following is a list of current litigation:

Hawkeye v. Pineapple Express, Inc., et al.

Los Angeles Superior Court Case Number: BC708868 was filed June 6, 2018. Plaintiff claimed damages against Defendant in the excess of $900,000 arising from a series of successive amended and revised revenue sharing agreements pertaining to rental income from certain leasehold for premises more commonly known as 65421 San Jacinto Lane, Desert Hot Springs, CA 92240 which was not realized through no fault of Defendants, nor are Defendants contracting parties to the lease agreement or original revenue sharing agreement for which consideration was paid. Defendants deny all allegations of claims asserted in the Complaint. Notwithstanding, the parties settled the matter pursuant to a confidential settlement agreement in or about January 3, 2020. However, the matter was reduced to an entry of judgment by the court in or about February 21, 2020, for the amount of $615,000, which monies remain due and outstanding and are accrued for in the Company’s settlement payable as of September 30, 2023 and December 31, 2022. The parties are cooperating to resolve this matter pursuant to the terms of the agreed upon settlement.

Sharper, Inc. v. Pineapple Express, Inc., et al.

Los Angeles Superior Court Case Number: 18SMCV00149 was filed November 1, 2018. Complaint for money with an amount in controversy of $32,500. The matter arises from certain claim for goods and services rendered beyond the contract claim which is wholly disputed. The court case matter was stayed on February 11, 2019, pending the outcome of Arbitration. Finnegan & Diba was substituted out of the matter on June 14, 2019. The matter was arbitrated through other counsel and the arbitrator issued a final award in favor of Petitioner in or about September 4, 2019, for the principal amount of $15,375, which has been accrued for in the Company’s contingent liabilities as of December 31, 2018. The award was transitioned to an entry of judgment in the total amount of $18,692 on or about February 27, 2020, against Pineapple Express, Inc. without specificity as to the judgment debtor’s state of incorporation, and Pineapple Express Consulting Inc., which remains due and outstanding. The accrual in the Company’s contingent liabilities as of September 30, 2023 and December 31, 2022 is $18,692.

Cunningham v. Pineapple Express, Inc.

Los Angeles Superior Court Case Number: BS171779: Judgment, ordered by the Department of Industrial Relations, Labor Commissioner’s Office was entered by the Court on December 11, 2017. The amount of judgment entered was $47,684. Enforcement on the Judgment is continuing. Finnegan & Diba was retained to defend enforcement proceedings and substituted out of the matter in March 2019. This claim was accrued for in the Company’s contingent liabilities as of September 30, 2023 and December 31, 2022.

Pineapple Express, Inc. v. Cunningham

Los Angeles Superior Court Case Number: SC 127731 was filed June 21, 2017. This action arose from certain complaint and cross-complaint which were both dismissed. Defendant Cunningham pursued a cost judgment against Plaintiff and obtained a judgment in the amount of $2,367, which remains outstanding to date and since January 22, 2018. This amount has been accrued for in the Company’s contingent liabilities as of September 30, 2023 and December 31, 2022. Enforcement proceedings have ensued and said judgment remains outstanding to date. Finnegan & Diba was not the counsel of record when judgment was entered and only addressed enforcement proceedings until such time it was substituted out as counsel of record in or about June 14, 2019.

F-22

StoryCorp Consulting, dba Wells Compliance Group v. Pineapple Express, Inc.

JAMS Arbitration Reference Number: 1210037058, filed December 18, 2019. This matter arises from dispute over certain services agreement entered into between the parties in or about January 31, 2019. In 2020, the parties agreed on a settlement amount of $15,000. The parties self-represented in arbitration and a final arbitration award was issued in the amount $23,805 on or about October 27, 2020, against the Company. Claimant has since filed a Petition to Confirm Arbitration Award against Pineapple Express, Inc. a California Corporation, with the Los Angeles Superior Court bearing Case Number 20STCP04003, set for hearing on April 12, 2021. On information and belief, Pineapple Express Inc., a California Corporation, is not affiliated with Pineapple Inc., a Nevada Corporation, formerly known as Pineapple Express, Inc., a Wyoming Corporation. Claimant amended its complaint on or about February 3, 2021, to include Defendant Pineapple Express, Inc., a Wyoming corporation. A default judgement was entered on May 11, 2021, against Pineapple Express, Inc., in the amount of $29,280. Defendant, Pineapple Inc., a Nevada Corporation, is not a party to the pending matter to date. The parties hope to engage in settlement discussions and resolve this matter. The $29,280 has been accrued for as of September 30, 2023 and December 31, 2022, in the Company’s contingent liabilities.

Russ Schamun v. Pineapple Express Consulting, Inc.

This is a small claims matter for $7,500 filed by an independent contractor. There was a hearing date on August 23, 2019, and judgment was awarded to Russ Schamun. This creditor will be satisfied once the Company is in a position to satisfy the judgment. The $7,500 has been accrued for as of September 30, 2023 and December 31, 2022, in the Company’s contingent liabilities.

SRFF v. Pineapple Express, Inc.

This matter resulted in a stipulated judgment whereas former SEC counsel claimed approximately $60,000 in legal work that was not paid for. The Company claimed that the work being charged for (a registration statement to be filed with the SEC) was not completed. Regardless of this fact, the Company signed a payment plan and confession of judgment if the plan was not honored. The result was a judgment entered in favor of SRFF because of the confession. This creditor will be satisfied once the Company is in a position to satisfy the judgment. The settlement amount has been accrued for in the Company’s accounts payable and accrued liabilities balance at September 30, 2023 and December 31, 2022.

Novinger v. Pineapple Express, Inc.

Los Angeles Superior Court Case Number: 20CHLC10510 was filed in or about March 11, 2020. This is a limited jurisdiction action arising from a claim for monies lent to Pineapple Express, Inc. without specificity as to the judgment debtor’s state of incorporation, for the total of $30,851, which is accrued for in the Company’s related party notes payable (Note 7) as of September 30, 2023 and December 31, 2022. On September 23, 2020, a default judgment was entered against the Company. The parties are working to resolve the matter or alternatively vacate and set aside the default judgment entered unbeknownst to the Company.

Note 15 – Subsequent Events

Subsequent to September 30, 2023, and through the date that these financials were issued, the Company had no subsequent events to disclose.

F-23

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

As used herein, “Pineapple,” the “Company,” “our,” “we” or “us” and similar terms include Pineapple, Inc., unless the context indicates otherwise. The following discussion and analysis of our business and results of operations for the three months ended September 30, 2023, and our financial conditions at that date, should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”). US Dollars are denoted herein by “USD,” “$” and “dollars.”

General

This management discussion and analysis of the financial condition and results of operations of the Company is for the three and nine months ended September 30, 2023, and 2022. It is supplemental to and should be read in conjunction with the Company’s unaudited condensed consolidated financial statements as of September 30, 2023, and the consolidated financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K for the year ended December 31, 2022, and filed with the U.S. Securities and Exchange Commission and the accompanying notes for each respective period. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Disclaimer Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report (or otherwise made by us or on our behalf from time to time in other reports, filings with the U.S. Securities and Exchange Commission, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. These forward-looking statements relate to expectations or forecasts for future events, including without limitation our earnings, revenues, expenses or other future financial or business performance or strategies, or the impact of legal or regulatory matters on our business, results of operations or financial condition. These statements may be preceded by, followed by or include the words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “would,” “should,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are based on information available to us as of the date of this Quarterly Report and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors.

This quarterly report contains forward-looking statements, including statements regarding, among other things:

	●	our ability to continue as a going concern;
	●	our anticipated needs for working capital;
	●	our ability to generate a profit;
	●	our heavy involvement with cannabis, which remains illegal under federal law;
	●	our ability to access the service of banks;
	●	our ability to obtain various insurances for our business;
	●	our ability to remain compliant with changing laws and regulations;
	●	our ability to obtain the relevant state and local licenses;
	●	our ability to successfully manage our growth;
	●	our ability to repay current debt in cash and obtain adequate new financing;
	●	our dependence on third parties for services;
	●	our dependence on key executives;
	●	our ability to control costs;
	●	our ability to successfully implement our expansion strategies;
	●	our ability to obtain and maintain patent protection;
	●	our ability to recruit employees with regulatory, accounting and finance expertise;
	●	the impact of government regulations, including United States Food and Drug Administration (the “FDA”) regulations;
	●	the impact of any future litigation;
	●	the availability of capital; and
	●	changes in economic, business, and competitive conditions.

Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks and uncertainties discussed in Item 1A. Risk Factors of this quarterly report, section captioned “Risk Factors” of our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2023 and matters described in this quarterly report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this quarterly report will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this quarterly report, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading. All subsequent written and oral forward-looking statements attributable to our Company or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements included in this quarterly report are made only as of the date of this report or as indicated. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Introduction

The Company has spent the last several years recasting the direction of the Company. We intend to take advantage of the opportunities that have been identified in the ancillary cannabis sectors. The market opportunities that are opened to a ancillary service provider to the cannabis company include hemp CBD sales, property rentals to cannabis operators at a profit and selling the proprietary Top Shelf System to cannabis dispensaries.

Our Business

Pineapple, Inc. (f/k/a Pineapple Express, Inc). (“Pineapple”, the “Company,” “we,” “us” or “our”) is based in Los Angeles, California and has a web presence of Pineappleinc.com. The Company procures and leases properties to licensed cannabis operators and provides nationwide hemp-derived CBD sales via online and in-store transactions, through Pineapple Wellness, Inc., which the Company acquired on June 12, 2023. The purpose of the acquisition was to have a fully functioning e-commerce platform, brand name of Pineapple Wellness, and domain of pineapplewellness.com to sell hemp-based CBD products. The acquisition also came with the opportunity to lease a CBD focused retail storefront near Beverly Hills, which the Company is currently in the process of making ready for in-store hemp-based CBD transactions. The Company will be assuming the lease on the retail storefront referenced herein as of October 1, 2023.

Through the Company’s operating subsidiary, Pineapple Express Consulting Inc., it also offers cannabis business licensing and consulting services. The Company’s executive team blends enterprise-level corporate expertise with decades of combined experience operating in the tightly-regulated cannabis industry.

ln addition to the foregoing business ventures, the Company was also assigned a patent for the proprietary Top Shelf Safe Display System (“SDS”) for use in permitted cannabis dispensaries and delivery vehicles across the United States and internationally (where permitted by law), on July 20, 2016, by Sky Island, Inc. (the “SDS Patent”) via a Patent Assignment Agreement (the “Patent Assignment Agreement”). The SDS Patent was originally applied for and filed on August 11, 2015, by Sky Island, Inc. and received its notice of allowance from the United States Patent and Trademark Office on March 22, 2017. It is anticipated that the Top-Shelf SDS product shall retail for $30,000 per unit. Pineapple intends to sell the Top-Shelf SDS units for use in retail storefronts and delivery vehicles operated by cannabis retail companies. The Company anticipates beginning sales of the Top Shelf SDS system in the third quarter of 2023.

Recent Developments

With relations to the Pineapple Wellness, Inc. acquisition, to make up for the expired Hemp-CBD inventory, the Company ordered new Hemp-CBD inventory from its supplier, and commenced working on the retail Hemp-CBD storefront at 8783 W. Pico Blvd., Los Angeles, CA.

On August 17^th, the Company gave 30 days’ notice to Chief Operations Officer, Joshua Eisenberg, that Mr. Eisenberg’s services would no longer be needed as of September 17, 2023. On September 1, 2023, Mr. Eisenberg resigned effective immediately and the Company accepted the resignation as of that date.

On September 15^th, 2023, the Company appointed Marco Rullo as an independent director on the Company’s board of directors.

Recent Accounting Pronouncements

Please see section captioned “Recent Accounting Pronouncements” in Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of recently issued and adopted accounting pronouncements.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited condensed financial statements for the three and nine months ended September 30, 2023 and 2022, which are included herein.

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

	Three Months Ended
	September 30,
	2023			2022			Changes			%

Revenue	$	105,090		$	331		$	104,759			31,649	%
Cost of sales		474,996			268			474,728			117,137	%
Operating Expenses		146,604			126,072			20,532			16	%
Operating Loss		(516,510	)		(126,009	)		(390,501	)		310	%
Other Income (Expenses)		-			(9,643,374	)		9,643,374			(100	)%
Net Income (Loss)	$	(516,510	)	$	(9,769,383	)	$	9,252,873			(95	)%

Revenues

During the three months ended September 30, 2023, the Company recognized sublease revenue of $105,000 from two office premises and incurred lease expense of $474,996 from ten office premises, one of which is no longer leased, which is reported under cost of sales in the Consolidated Statements of Operations.

During the three months ended September 30, 2023 and 2022, revenue from CBD sales was $90 and $331, and cost of sales was $0 and $268, respectively.

Operating Expenses

The Company incurred operating expenses of $146,604 for the three months ended September 30, 2023, an increase of 16% from operating expenses of $126,072 for the three months ended September 30, 2022 mainly due to an increase in lease expense and management consulting fees. During the three months ended September 30, 2023, the Company incurred lease expense of $48,253 reported under operating expense in the Consolidated Statements of Operations for two leased office premises that are not planned to be subleased.

Other Income (Expenses)

The Company had no other expenses for the three months ended September 30, 2023. During the three months ended September 30, 2022, the Company has total other expense of $9,643,374 consisting of $757,991 of income from the Company’s equity method investment, $386,287 from gain on the sale of Pineapple Park, and $10,787,652 from loss on impairment of the equity-method investment. The income from the Company’s equity-method investee is primarily comprised of the following: gain of $2,347,653 from the sale of equity interest from previously acquired dispensaries, in excess of the carrying cost of the original acquisition, $177,019 of management fees and rental income, offset by $842,891 of general and administrative expenses and $6,710 of depreciation expense.

Net Loss

Net loss for the three months ended September 30, 2023 was $516,510 compared to $9,769,383 for the three months ended September 30, 2022. The decrease in net loss was mainly due to the decrease in other expenses during the three months ended September 30, 2023.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

	Nine Months Ended
	September 30,
	2023			2022			Changes			%

Revenue	$	157,590		$	1,153		$	156,437			13,568	%
Cost of sales		798,130			756			797,374			105,473	%
Operating Expenses		355,734			385,767			(30,033	)		(8	)%
Operating Loss		(996,274	)		(385,370	)		(610,904	)		159	%
Other Income (Expenses)		(27,336	)		(8,872,010	)		8,844,674			(100	)%
Net Income (Loss)	$	(1,023,610	)	$	(9,257,380	)	$	8,233,770			(89	)%

Revenues

During the nine months ended September 30, 2023, the Company recognized sublease revenue of $157,500 from two office premises and incurred lease expense of $798,130 from nine office premises which is reported under cost of sales in the Consolidated Statements of Operations as all of the nine leased office premises will be subleased by Q4 ended December 31, 2023.

During the nine months ended September 30, 2023 and 2022, revenue from CBD sales was $90 and $1,153, and cost of sales was $0 and $756, respectively.

Operating Expenses

The Company incurred operating expenses of $355,734 for the nine months ended September 30, 2023, a decrease of 8% from operating expenses of $385,767 for the nine months ended September 30, 2022 mainly due to a decrease in audit fees and legal fees.

Other Income (Expenses)

During the nine months ended September 30, 2023, the Company had other expense of $27,336 from impairment of inventory. During the nine months ended September 30, 2022, the Company has total other expense of $8,872,010, consisting of $1,499,355 of income from the Company’s equity method investment, $30,000 recognized for gain on forgiveness of a related party note payable due to Eric Kennedy, $386,287 from gain on the sale of Pineapple Park, and $10,787,652 from loss on impairment of the equity-method investment. The $1,499,355 of income from the Company’s equity-method investee is primarily comprised of the following: gain of $4,965,510 from the sale of equity interest from previously acquired dispensaries, in excess of the carrying cost of the original acquisition, $487,993 of management fees and rental income, offset by $2,113,324 of general and administrative expenses and $20,130 of depreciation expense.

Net Loss

Net loss for the nine months ended September 30, 2023 was $1,023,610 compared to the nine months ended September 30, 2022 of $9,257,380. The decrease in net loss was mainly due to the decrease in other expenses during the nine months ended September 30, 2023.

Liquidity and Financial Condition

Working Capital

	As of			As of
	September 30,			December 31,
	2023			2022			Changes			%

Current Assets	$	4,710		$	27,336		$	(22,626	)		(83	%)
Current Liabilities	$	3,925,392		$	1,414,372		$	2,511,020			178	%
Working Capital Deficiency	$	(3,920,682	)	$	(1,387,036	)	$	(2,533,646	)		183	%

Our total current assets decreased to $4,710 as of September 30, 2023 from $27,336 as of December 31, 2022 due primarily to a decrease in inventory.

Our total current liabilities increased to $3,925,392 as of September 30, 2023 from $1,414,372 as of December 31, 2022 due primarily to the increase in operating lease liability and amount due to affiliates for payment made to vendors on behalf of the Company.

Our working capital deficit on September 30,2023 was $3,920,682 as compared to working capital deficit of $1,387,036 as of December 31, 2022. The increase in working capital deficit was mainly attributed to the increase in operating lease liability and amount due to affiliates for payment made to vendors on behalf of the Company.

The Company has funded our operations since inception primarily through the issuance of our equity securities in private placements to third parties, and/or promissory notes to related parties for cash. The cash was used primarily for operating activities, including cost of employees, management services, professional fees, consultant fees, and travel. Our management expects that cash from operating activities will not provide sufficient cash to fund normal operations, support debt service, or undertake certain investments we anticipate prosecuting for our business proposition both in the near and intermediate terms. We will continue to rely on financing provided under notes from related and third-party party sources, as well as sale of shares of our common stock in private placements, to fund our expected cash requirements.

We intend to continue raising additional capital through the issuance of equity and debt securities for cash. There can be no assurance that these funds will be available on terms acceptable to us, if at all, or will be sufficient to enable us to fully complete our development activities or sustain operations. If we are unable to raise sufficient additional funds, we will have to develop and implement a plan to further extend payables, reduce overhead and operations, or scale back our current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Our condensed consolidated financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in such consolidated financial statements, we had an accumulated stockholders’ deficit of $24,562,374 and had a net loss of $1,023,610 for the nine months ended September 30, 2023. These factors raise substantial doubt about our ability to continue as a going concern. In addition, our independent registered public accounting firms in their audit reports to our consolidated financial statements for the fiscal year ended December 31, 2023 and 2022 expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern was raised due to our net losses and negative cash flows from operations since inception and our expectation that these conditions may continue for the foreseeable future. In addition, we will require additional financing to fund future operations. Our consolidated financial statements included in this quarterly report do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Based on our management’s estimates and expectation to continue to receive short-term debt funding from a related party on as needed basis, we believe that current funds on hand as of the date of issuance and proceeds of such loans will be sufficient for us to continue operations beyond twelve months from the filing of this Form 10-Q. Our ability to continue as a going concern is dependent on our ability to execute our business strategy and in our ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate our business; however, we can give no assurance that any future financing will be available or, if at all, and if available, that it will be on terms that are satisfactory to us. Even if we can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity and/or convertible debt financing.

Cash Flows

	Nine Months Ended
	September 30,
	2023			2022			Changes			%

Cash flows provided by operating activities	$	63,131		$	(103,995	)	$	167,126			(161)	%
Cash flows used in investing activities		-			-			-			-
Cash flows used in financing activities		(63,131	)		103,995			(167,126	)		(161)	%
Net changes in cash	$	-		$	-		$	-			-

Operating Activities

Net cash provided by operating activities was $63,131 for the nine months ended September 30, 2023, compared with $103,995 net cash used in operating activities during the nine months ended September 30, 2022.

During the nine months ended September 30, 2023, net cash provided by operating activities was attributed to net loss of $1,023,610, decreased by depreciation of equipment of $2,358, impairment of inventory of $27,336 and net changes in operating assets and liabilities of $1,057,047.

During the nine months ended September 30, 2022, net cash used in operating activities was attributed to net loss of $9,257,380, increased by income from equity method investment of $1,499,355, gain on forgiveness of related party note payable of $30,000, gain on sale of subsidiary of $386,287 and decreased by depreciation of property and equipment of $4,129, loss on impairment of equity method investment of $10,787,652 and net changes in operating assets and liabilities of $277,246.

Investing Activities

During the nine months ended September 30, 2023 and 2022, the Company did not have any investing activities.

Financing Activities

During the nine months ended September 30, 2023, net cash used in financing activities was $63,131, comprised of repayment to related parties of $234,372, offset by proceeds from related parties of $86,241 and proceeds from issuance of common stock of $85,000.

During the nine months ended September 30 2022, net cash provided by financing activities of $103,995, derived from proceeds for common stock subscription of $150,000 and proceeds from related party notes of $5,995, offset by repayment of related party notes of $52,000.

Off-Balance Sheet Arrangements

During the nine months ended September 30, 2023, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Critical Accounting Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include the recoverability and useful lives of long-lived assets, assessment of legal accruals, the fair value of our stock, Incremental borrowing rate (“IBR”) used for leases and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Leases

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Non-lease components such as CAM, variable expenses, and late fees were excluded from the calculation for ROU assets and lease liabilities. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease expense is reported under cost of sales in the Consolidated Statements of Operations in line with the Company’s main operation of procuring and leasing properties to licensed cannabis operators. For office premises that are not used for subleasing, leases expense is reported under lease expense of operating expenses in the Consolidated Statements of Operations.

Sublease

Income for a sublessor operating lease is recognized as a single lease income item on a straight-line basis over the lease term and reflected in the appropriate income statement line item based on the lease asset’s function. For transactions where the company is considered the sublessor, revenue for operating leases is recognized on a monthly basis over the term of the lease. Sublessor revenue relates to operating leases that the Company is subleasing. The Company recognizes sublease revenue on a gross basis. (see note 9)

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. Management based its controls on the report, “2013 Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Quarterly Report, we conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, and to the same extent as reported in our Annual Report on Form 10-K for the year ended December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported on a timely basis because of the material weaknesses in internal control over financial reporting described below.

Material Weaknesses and Corrective Actions

To the same extent as reported in our Annual Report on Form 10-K for the year ended December 31, 2022, we identified certain deficiencies relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight Board (the “PCAOB”). The PCAOB defines a material weakness as a deficiency, or a 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. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

The following material weaknesses in our internal control over financial reporting continued to exist as of September 30, 2023:

	●	The Company does not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

	●	Due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting functions, which results in lack of sufficient segregation of duties within accounting functions, which is a basic internal control. Due to the Company’s limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals; and

	●	The Company does not have an audit committee of our board of directors.

To remediate the Company’s internal control weaknesses, management intends to implement the following measures, as finances allow:

●

Developing and maintaining adequate written accounting policies and procedures, once additional accounting personnel or outside consultants are engaged.

The additional hiring is contingent upon our efforts to obtain additional funding and the results of our operations.

Management expects to secure funds before the end of the current fiscal year but provides no assurances that it will be able to do so.

Notwithstanding the material weaknesses discussed above, our management, including the Company’s CEO and CFO, concluded that the condensed consolidated financial statements in this quarterly report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented, in conformity with GAAP.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

CEO and CFO Certifications

Exhibit 31.1 to this Quarterly Report has the “Certifications” of our Chief Executive Officer and the Chief Financial Officer. These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this Quarterly Report contains is the information concerning the Evaluation referred to in the Section 302 Certifications, and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any litigation is inherently unpredictable, the Company believes that it has valid defenses with respect to the legal matters pending against it and that the ultimate resolution of these matters will not have a materially adverse impact on its financial condition, results of operations, or cash flows. The following is a list of current litigation:

Hawkeye v. Pineapple Express, Inc., et al.

Sharper, Inc. v. Pineapple Express, Inc., et al.

Cunningham v. Pineapple Express, Inc.

Pineapple Express, Inc. v. Cunningham

StoryCorp Consulting, dba Wells Compliance Group v. Pineapple Express, Inc.

Russ Schamun v. Pineapple Express Consulting, Inc.

SRFF v. Pineapple Express, Inc.

Novinger v. Pineapple Express, Inc.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On or about June 27, 2023, the Company issued 340,000 shares common stock for stock subscription totaling $85,000 that was used for operating capital.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

There have been no events which are required to be reported under this Item.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description

2.1		Agreement of Merger dated February 12, 2016, by and between the Company, THC Industries, Inc., Matthew Feinstein, THC Industries, LLC, Ramsey Houston, LKP Global Law, LLP and Ana Montoya (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).

2.2		Share Exchange Agreement, dated as of March 19, 2019, among the Company, Pineapple Ventures, Inc. and the stockholders of Pineapple Ventures, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 5, 2018).

2.3		Amendment No. 1 to the Share Exchange Agreement, dated as of June 26, 2019, among the Company, Pineapple Ventures, Inc. and the stockholders of Pineapple Ventures, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 10, 2019).

2.4		Share Exchange Agreement dated August 24, 2015, by and between the Company and Better Business Consultants, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).

2.5		Agreement and Plan of Merger, dated as of April 6, 2020, by and between, Pineapple Express, Inc., a Nevada corporation, and Pineapple, Inc., a Nevada corporation and wholly owned subsidiary of Pineapple Express, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 20, 2020).

3.1		Amended and Restated Articles of Incorporation of the Company dated September 3, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).

3.2		Articles of Amendment to the Articles of Incorporation of the Company dated October 1, 2015 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).

3.3		Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).

3.4		Articles of Incorporation of Pineapple, Inc. (Incorporated by reference to Exhibit A to the Company’s Definitive Information Statement on Schedule 14C, filed with the SEC on January 9, 2020).

3.5		Bylaws of Pineapple, Inc. (Incorporated by reference to Exhibit B to the Company’s Definitive Information Statement on Schedule 14C, filed with the SEC on January 9, 2020).

3.6		Articles of Merger of Pineapple Express, Inc., filed on April 15, 2020, with the Secretary of State of the State of Wyoming (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 20, 2020).

3.7		Articles of Merger of Pineapple, Inc., filed on April 7, 2020, with the Secretary of State of the State of Nevada (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 20, 2020).

10.1		Revised Revenue Share Agreement (incorporated by reference to Exhibit-1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 22, 2018).

10.2		Deed (incorporated by reference to Exhibit 2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 22, 2018).

PINEAPPLE, INC. 10-Q