(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:

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 ~~[ X ]~~☐

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 ~~[X]~~☐

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

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 ~~[X]~~ ☒

As of ~~April 9, 2021,~~January 12, 2024, there were ~~88,461,200~~73,103,569 shares of the registrant’s common stock, $0.0000001 par value per share, issued and outstanding.

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:

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.

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

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

~~Condensed Consolidated Statements~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

~~Condensed Consolidated Statements of Stockholders’ Equity~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

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

~~Condensed Consolidated Statements~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Pineapple, Inc. (“Pineapple” or the “Company”) was originally formed in the ~~state~~State of Nevada under the name Global Resources, Ltd. on August 3, ~~1983.~~1983. On April 12, 1999, the Company changed its name to “Helixphere Technologies Inc.”. On ~~October 2,~~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 August 24, 2015, the Company entered into a Share Exchange Agreement (the “BBC Agreement”) with Better Business Consultants, Inc. (“BBC”), a corporation incorporated under the laws of California on January 29, 2015, and Shane Oei, a majority shareholder of the Company at the time. Pursuant to the terms of the BBC Agreement, BBC shareholders exchanged all of the issued and outstanding capital of BBC for an aggregate of 50,000,000 newly and duly issued, fully paid and non-assessable shares of common stock of the Company. Upon closing, BBC became a wholly owned subsidiary of the Company. In addition, Mr. Oei and Gary Stockport, another former shareholder of the Company at the time, cancelled 100,000,000 and 500,000 shares of the Company’s common stock, respectively, in connection with the BBC Agreement. As the owners and management of BBC obtained voting and operating control of the Company after the share exchange and Globestar Industries was non-operating, the transaction was accounted for as a recapitalization of BBC, accompanied by the exchange of previously issued common stock for outstanding common stock of Globestar Industries, which was recorded at a nominal value. Upon consummation of the BBC Agreement, the Company ceased its prior business of providing educational services and continued the business of BBC as its sole line of business. BBC has three wholly owned subsidiaries, Pineapple Express One LLC, a California limited liability company, Pineapple Express Two LLC, a California limited liability company, and Pineapple Properties Investments, LLC, a Washington limited liability company.

On September 3, 2015, the Company changed its name to “Pineapple Express, Inc.” from “Globestar Industries.” The Company’s name ~~had~~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 ~~February 12, 2016,~~March 10, 2023, the Company entered into an Amended Binding Letter Agreement with Mr. Ortega, effective as of ~~Merger to acquire all of the assets and assume several liabilities of THC Industries, Inc. (“THC Parent”),~~December 31, 2022 amending a ~~California corporation, through a two-step merger (the “THC Merger”) by and among~~prior Binding Letter Agreement executed January 4, 2023, where the Company THC Parent, the Company’s wholly owned subsidiary THC Industries, LLC (“THC”), a California limited liability company, and the Company’s former wholly owned subsidiary THCMergerCo., Inc., a California corporation. In June 2016, the Company began to anticipate significant difficulties in monetizing the value of the acquired intangible assets and recorded an impairment of those assets.

On August 5, 2016, the Company entered into a Forbearance Agreement with THC Industries, Inc. because of late payments. This sparked a temporary foreclosure of assets. On March 27, 2017, the Company entered into a Standstill and Waiver Agreement with THC Industries, Inc. because of additional late payments. On June 22, 2017, the Company successfully completed the conditions of the Standstill and Waiver Agreement signed between the parties on March 27, 2017. The Company made its payments and completed its conditions in full for the Forbearance Agreement. The Company gained back control of the assets relative to the purchase transaction.

ln addition to having stakes in 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^th, 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 intendsagreed to sell ~~the Top-Shelf SDS units to PVI for use~~45.17% of its equity interest in retail storefronts and delivery vehicles as well as to sell the Top Shelf SDS technology to other cannabis retail companies. The Company anticipated beginning sales of the Top Shelf SDS system in the second quarter of 2021.

On March 14, 2017, the Company entered into a Share Purchase Agreement to sell BBC and its three wholly owned subsidiaries, Pineapple Express One LLC, Pineapple Express Two LLC, and Pineapple Property Investments, LLC to a related party, Jaime Ortega, in exchange for Mr. Ortega forgiving a debt of $10,000 owed to Sky Island, Inc., a related party of the Company owned by Mr. Ortega, so that Mr. Ortega can fund and prosecute litigation claims and settle debts for the subsidiaries resulting from unconsummated parcel purchases which the Company feels was purposely circumvented by third parties involved in those transactions. Mr. Ortega, as an interested party, took these steps so the Company’s claims can be addressed against the parties at fault without negatively impacting or distracting the Company. The sale of BBC and its subsidiaries also included the transfer of liabilities owed by those entities. In accordance with Accounting Standards Codification (“ASC”) 805, ~~Business Combinations~~, as this subsidiary was sold to an entity under common control of the Company, the $841,511 in liabilities transferred, net of $10,000 in consideration received, has been recorded as an increase to the Company’s additional paid-in-capital equity account. On January 27, 2018, the Company completed the sale of BBC, Pineapple Express One LLC, Pineapple Express Two LLC and Pineapple Property Investments, LLC to Mr. Ortega.

On April 7, 2017, Orr Builders, Prest-Vuksic Architects, Inc. and MSA Consulting, Inc. (all California corporations), as plaintiffs, filed a complaint upon the Company, including subsidiaries Pineapple Express One LLC and BBC, and MJ Business Consultants; Clonenetics Laboratories Cooperative, Inc.; United Pentecostal Church; and Healing Nature, LLC; within the Superior Court of the State of California for the County of Riverside, Case No. PSC 1700746 (hereinafter referred to as the “Lead Case”), and a related and consolidated Case No. PSC1702268, alleging, among other things: (i) breaches of contracts related to the DHS Project/Pineapple Park (property on which the Company planned to build out space to lease to cultivators) in the amount of $1,250,000, (ii) foreclosure of mechanics’ lien, (iii) negligent misrepresentation, and (iii) unjust enrichment (against United Pentecostal Church only). The Company was not a named defendant in this action. In 2019, the land (which was leased by the Company and sold by the Company to a third party) and warehouse (which was being built for the Company, yet completed by a third party) at 65241 San Jacinto Lane in Desert Hot Springs, CA, were ordered sold by way of judgment and the plaintiffs were entitled to recovery. The Company and its subsidiaries were dismissed from this action and the property was subsequently sold, fully releasing the Company from any further liability.

On March 16, 2017, the Company formed Pineapple Express Consulting, Inc. (“PEC”) as a wholly owned subsidiary. On August 3, 2017, a letter of intent was entered into between PEC and Sky Island, Inc., whereby all the assets of Pineapple Park, LLC, a California limited liability company controlled by Sky Island, Inc. holding lease deposits, were to be transferred through a related party transfer to PEC. On December 1, 2017, the Pineapple Park project of warehouses that were to be leased out to clients was terminated. Effective December 31, 2018, Pineapple Park, LLC pulled out of this project and signed a mutual release agreement for all lessees and Pineapple Park, LLC to terminate each party’s obligations and responsibilities under the leases and the parties’ relationship.

~~On March 19, 2019, the Company entered into a Share Exchange Agreement (the “PVI Agreement”) with~~ Pineapple Ventures, Inc. (“PVI”) ~~and~~, in exchange for the ~~stockholders~~purchase price of PVI (the “PVI Stockholders”) in which the Company acquired a total of 50% of the outstanding shares of PVI, in consideration for 2,000,000 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock may, from time to time, be converted by the holder into20,000,000 shares of the Company’s common stock ~~in an amount equal to ten shares~~at $0.0000001 par value per share and the extinguishment of common stock for each one share of Series A Convertible Preferred Stock. The PVI Stockholders elected to immediately convert the 2,000,000 shares of Series A Convertible Preferred Stock into 20,000,000 shares of common stock upon issuance. As a resultall of the ~~investment in~~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 ~~now has~~recognized a ~~portfolio asset with which it has entered the cannabis cultivation, production~~gain on extinguishment of debt to PVI and distribution sector throughout California. PVI has several leased properties that are currently being developed to provide these cannabis-related services. PVI, through its affiliates, has obtained various cannabis-related licenses throughout California.NVI of $1,477,032.

On ~~January 17, 2020,~~June 12, 2023, the Company entered into an ~~agreement with Jaime Ortega whereby~~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 ~~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~~ 1,000,000 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 common stock, valued at $0.90, the ~~time~~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 ~~initial agreement. As of March 31, 2020 and December 31, 2019,~~entity under common control.

Presently, the Company ~~has 45.17%~~procures and ~~50% ownership interest, respectively, in PVI.~~

~~During 2019, PVI took preliminary business steps towards a project with Nordhoff Leases, LLC (“Nordhoff”), a related party, in which Nordhoff subleased 38,875 square feet in a building~~leases properties to ~~three 15% owned entities by PVI; however,~~licensed cannabis operators and provides nationwide hemp-derived CBD sales via online and in-store transactions. Through the contemplated project never matriculated and the planned contribution of Nordhoff to PVI was nullified. In June and July of 2020 PVI sold its 15% investments in three entities, including the cannabis licenses associated with them, for $2.87 million to support its operations and assigned its three 15% owned entities’ subleases with Nordhoff to the buyer as part of the sale. PVI received 15% of the proceeds of the sale of the entities and their cannabis licenses.

~~Pursuant to an Agreement and Plan of Merger (“Merger Agreement”), dated as of April 6, 2020, by and between,~~Company’s operating subsidiary, Pineapple Express Consulting Inc., ~~a Wyoming corporation (“Pineapple Express”),~~it also offers cannabis business licensing and Pineapple, Inc., a Nevada corporation (“Pineapple”) and wholly-owned subsidiary of Pineapple Express, effective as of April 15, 2020 (the “Effective Date”), Pineapple Express merged with and into Pineapple, with Pineapple being the surviving entity (the “Reincorporation Merger”). The Reincorporation Merger was consummated to complete Pineapple Express’ reincorporation from the State of Wyoming to the State of Nevada. The Merger Agreement, the Reincorporation Merger, the Name Change (as defined below) and the Articles of Incorporation and Bylaws of Pineapple were duly approved by the written consent of shareholders of Pineapple Express owning at least a majority of the outstanding shares of Pineapple Express’ common stock, par value $0.0000001 per share (the “PE Common Stock”). Pursuant to the Merger Agreement, the Company’s corporate name changed from “Pineapple Express, Inc.” to “Pineapple, Inc.”consulting services.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. As a result, significant volatility has occurred in both the United States and international markets. While the disruption is currently expected to be temporary, there is uncertainty around the duration. To date, the Company has experienced declining revenues, difficulty meeting debt covenants, maintaining consistent service quality with reduced revenue, and a loss of access to customers. Management expects this matter to continue to impact our business, results of operations, and financial position, but the ultimate financial impact of the pandemic on the Company’s business, results of operations, financial position, liquidity or capital resources cannot be reasonably estimated at this time.

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 ~~data presented herein~~information should be read in conjunction with the ~~audited consolidated~~ financial statements and ~~accompanying~~the notes ~~included~~thereto in the ~~2019~~Company’s most recent Annual Report on Form ~~10-K.~~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.

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

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

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, ~~fair values of right-of-use assets and lease liabilities,~~ assessment of legal accruals, the fair value of the Company’s stock, ~~stock-based compensation~~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.

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

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:

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 ~~expenses,~~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.

~~The Company considers all highly liquid investments with original maturities~~Under ASC 805-50-30-5, when accounting for a transfer of ~~three months~~assets or ~~less to be cash equivalents. Cash~~exchange of shares between entities under common control, the receiving entity shall recognize the assets and ~~cash equivalents are held in operating accounts~~liabilities transferred at ~~a major financial institution. Cash balances may exceed federally insured limits. Management believes~~their historical cost and under ASC 805-50-45-5 the financial ~~risk associated with these balances is minimal and has not experienced any losses to date.~~ statements presented for prior years shall be retrospectively adjusted for the periods during which the entities were under common control.

As of ~~March 31, 2020~~September 30, 2023, security deposits relate to security deposits paid for ten office premises of $375,971.

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, ~~2019,~~2022, the Company had ~~no cash balances in excess~~inventory of ~~FDIC insured limits.~~$4,710 and $27,336, respectively.

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:

The Company ~~accounts~~accounted for its equity method ~~investments~~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 ~~investments~~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 ~~March 31,2020,~~December 31, 2022, management identified indicators of other-than-temporary impairment that at that period led to the ~~Company believes~~conclusion that the carrying value of its equity method ~~investments were recoverable~~investment is not recoverable. As a result, the Company has recorded an impairment write-down in ~~all material respects.~~

~~Deposits consist~~the consolidated statements of ~~security deposits maintained with lessors~~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.

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

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 ~~facility leases.~~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.

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)

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:

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.

Basic ~~loss~~income (loss) per share is computed by dividing net ~~loss~~income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted ~~loss~~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 ~~loss~~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 ~~March 31, 2020~~September 30, 2023 and December 31, ~~2019,~~2022, the Company had no options or warrants outstanding and no shares issuable for conversion of notes payable.

~~Revenue Recognition~~Recently Adopted and Pending Accounting Pronouncements

~~The Company recognizes revenue in accordance with~~In June 2022, the FASB issued ASU 2022-03, ASC ~~606, “Revenue from Contracts with Customers” (“ASC 606”)~~Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. ~~Under ASC 606, the Company recognizes revenue when~~These amendments clarify that a customer obtains control of the promised goods or services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services, net of any variable consideration (e.g., rights to return product, sales incentives, others) and any taxes collected from customers and subsequently remitted to governmental authorities.

Our service revenues arise from contracts with customers and include consulting related to the licensing, development, and compliance areas of the cannabis business and operational dispensary management. The Company also provides marketing and branding consulting services. We did not identify any costs incurred during the three months ended March 31, 2020 and 2019 directly attributable to generating consulting revenue, and therefore have not categorized any costs as costs of sales.

~~The parties to the contract have approved the contract and are committed to perform their respective obligations~~ ~~– our customary practice is to obtain written evidence, typically in the form of a contract or purchase order.~~

~~Each party’s rights regarding the goods or services have been identified~~ ~~– we have rights to payment when services are completed in accordance with the underlying contract, or for~~contractual restriction on the sale of ~~goods when custody~~an equity security is ~~transferred to our customers either upon shipment to or receipt at our customers’ locations, with no right of return or further obligations.~~

~~The payment terms for the goods or services have been identified~~ ~~– prices are typically fixed, and no price protections or variables are offered.~~

~~The contract has commercial substance~~ ~~– our practice is to only enter into contracts that will positively affect our future cash flows.~~

~~Collectability is probable~~ ~~– we often require a deposit for all or a portion~~not considered part of the ~~goods or services to be delivered, as well as continually monitoring and evaluating customers’ ability to pay. Payment terms are typically zero to fifteen days within delivery~~unit of account of the ~~good or service.~~

~~Customer deposits are contract liabilities with customers that represent our obligation to either transfer goods or services~~equity security and, therefore, is not considered in the future, or refund the amount received. Where possible, we obtain customer deposits to lessen our risk of non-payment by our customers. Customer deposits are recognized as revenue as we perform under the contract. As of March 31, 2020 and December 31, 2019, the Company did not have any customer deposits recognized as unearned revenue.

~~Changes to unearned revenue during the three months ended March 31, 2020 and 2019 are summarized as follows:~~

~~The Company’s advertising/promotion costs are expensed as incurred. The Company did not incur any advertising/promotion expense for the three months ended March 31, 2020 or 2019.~~

The Company periodically issues restricted stock and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) where the value of the award is measured on the date of grant and recognized as stock-based compensation expense on the straight-line basis over the vesting period.

The Company accounts for restricted stock and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock-based compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrants grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

~~The~~measuring fair value of the Company’s warrant grants, including the put option liability from the THC Merger, are estimated using the Black-Scholes-Merton and Binomial Option Pricing models, which use certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton and Binomial Option Pricing models and based on actual experience. The assumptions used in the Black-Scholes-Merton and Binomial Option Pricing models could materially affect compensation expense recorded in future periods. In light of the very limited trading of our common stock, the market value of the shares issued was determined based on the then most recent price per share at which we sold common stock in a private placement during the periods then ended. As of March 31, 2020 and December 31,2019, there were no outstanding warrants.

In January 2017, the FASB has issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable.value. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance isin this update are effective for public business entities ~~that are SEC filers~~ for fiscal years, including interim periods within those fiscal years, beginning after December 15, ~~2019.~~2023. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company adopted this guidance on January 1, 2020 and determined that its adoption has not had a material impact on its financial position, results of operations or cash flows.

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820)~~, ~~Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement~~, which eliminates, adds and modifies certain disclosure requirements for fair value measurements, including eliminating the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and requiring the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company ~~adopted~~is currently assessing the impact of the adoption of this ~~guidance on January 1, 2020 and determined that its adoption has not had a material impact~~standard on its consolidated financial ~~position, results of operations or cash flows.~~statements.

~~In August 2020, the FASB issued ASU 2020-06,~~ ~~Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)~~. The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ForCompany has considered all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board also specified that an entity should adopt the guidance as of the beginning of its annual fiscal yearrecently issued accounting pronouncements and ~~is not permitted to adopt the guidance in an interim period. The Company is still evaluating the effect the adoption will have on its financial statements.~~

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principle of ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

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 ~~$13,695,411 at March 31, 2020~~$24,562,374 as of September 30, 2023 and incurred a net loss of ~~$276,750 and utilized net cash of $146,771 in operating activities~~$1,023,610 during the ~~three~~nine months ended ~~March 31, 2020.~~ September 30, 2023.

The Company ~~has not generated significant revenues and~~ has incurred net losses ~~since inception.~~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~~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. ~~During the three months ended March 31, 2020, the Company raised $148,671 in cash proceeds from the issuance of related party notes.~~

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 and/or to consummate a public offering.~~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 ~~the Company.~~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.

Property and equipment as of ~~March 31, 2020~~September 30, 2023 and December 31, ~~2019~~2022 is summarized as follows:

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

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

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. 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.

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.

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

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.

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.

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.

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

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.

~~Depreciation expense for the three months ended March 31, 2020 and 2019 was $2,157 and $2,157, respectively.~~

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.

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 as of December 31, 2019. The remaining 10,000,000 shares were issued in January 2020 and are recorded as a stock subscription payable at December 31, 2019.

On ~~January 17, 2020,~~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 ~~with Jaime Ortega whereby~~for an office premise located at 4830 Huntington Drive South Los Angeles CA 90032 under a five-year term. The lease was delayeddue 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 ~~exchange for Mr. Ortega cancelling $1,062,000~~the Consolidated Statements of ~~existing loans extended~~Operations. Due to the ~~Company by Jaime Ortega, Neu-Ventures, Inc.,~~cancellation of the lease obligation and ~~Sky Island, Inc.,~~never taking possession of the property there was no actual lease commencement date. As a result, the Company ~~transferred~~did not recognize right-of use asset and operating lease liability.The Company is not entitled to ~~Mr. Ortega 10,000 shares~~return of ~~capital stock~~the $17,000 as that was paid during the entitlement process and earned by the Landlord under the terms of ~~PVI. Subsequently, on February 11, 2021,~~ the ~~parties~~lease agreement.

On August 25, 2023, the Company entered into ~~amended~~a lease agreement ~~pursuant to which~~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 ~~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,~~nine months ended September 30, 2023, the Company ~~currently owns 45,173 shares~~made security deposit of ~~capital stock~~$26,650. As of ~~PVI. This amendment~~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 ~~to correct the original~~a lease agreement ~~and properly reflect the value~~for an office premise located at 12301 Wilshire Blvd. Suite 302 Los Angeles CA as headquarter of the ~~Company’s stock~~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^ndmonth (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 ~~the time~~8783 W. Pico Blvd., Los Angeles, CA 90035 as Retail Store of the ~~initial agreement.~~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 ~~March 31, 2020~~September 30, 2023, the right-of-use asset was $329,380 and operating lease liability was $330,673.

As of September 30, 2023 and December 31, ~~2019,~~2022, the Company ~~has 45.17% and 50% ownership interest, respectively, in PVI.~~had the following lease obligations:

The following ~~represents summarized financial information~~table summarizes the maturity of ~~PVI:~~

Based on its 45.17% equity investment, the Company has recorded a loss from equity investment of $50,168 and $2,592 for the three month ended March 31, 2020 and 2019, respectively. The carrying value of the equity investmentour lease liabilities as of ~~March 31, 2020 and December 31, 2019 was $9,826,547 and $10,938,715, respectively.~~September 30, 2023:

~~In August 2019, PVI began advancing funds for payment~~Schedule of ~~the Company’s monthly office rent. Total advances through December 31, 2019 and for the three months ended March 31, 2020 were $42,856 and $22,470, respectively.~~

The Company leases office space under an operating lease expiring in June 2020. The lease includes an option to extend for an additional 3-year term with rent adjusted to market rates. The Company does not anticipate exercising the option to extend. Upon adopting ASU 2016-02 on January 1, 2019, the Company recorded a right-of-use asset and lease liability for $122,985 related to the remaining termMaturity of this operating lease. As an implicit rate was not available for the lease, the Company has used our incremental borrowing rate as the discount rate to measure the operating lease liability. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The Company has determined its incremental borrowing rate as of the inception of this lease to be 25% per year.Lease Liabilities

In accordance with ASC 842, Leases, the depreciation for the Company’s operating lease right-of-use asset is recorded in periodic lease expense within the Company’s general and administrative expenses in the consolidated statements of operations. The periodic lease expense recorded during the three months ended March 31, 2020 and 2019 was $25,493 and $25,493, respectively. Total lease payments for the three months ended March 31, 2020 and 2019 were $24,474 and $18,171, respectively. Total amortization of the operating lease right-of-use asset for the three months ended March 31, 2020 and 2019 was $23,995 and $18,700, respectively.

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

During the nine months ended September 30, 2023, the Company incurred lease ~~payments required~~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 ~~this operating lease as~~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, ~~2020 total $18,832, all~~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 ~~which is payable through June 30, 2020. Upon expiration~~$48,253 including base lease of $44,300 and CAM of $3,953, reported under operating expense in the ~~lease term in June 2020,~~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.

On January 15, 2023, the ~~lease reverted to a month-to-month basis until PVI~~Company, the sublessor, entered into a ~~new~~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 ~~property~~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 ~~August 2020.~~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 ~~has agreed to pay a rent allocation to PVI~~recognized sublease revenue from related parties of ~~$1,000 per month.~~$157,500.

~~Notes payable, related party, are comprised of the following as of March 31, 2020~~At September 30, 2023 and December 31, ~~2019:~~2022, advances on agreements balance consist of the following:

~~The Company entered into a series of individual notes with Sky Island, Inc., a wholly owned entity by our majority shareholder Jaime Ortega, from December 14, 2015 through March 10,~~Investor One

On February 16, 2016, ~~in an amount including principal and interest of $751,000 (the “Prior Notes”) that were cancelled and restructured on March 10, 2016 to a subsequent promissory note (the “1~~^st Subsequent Note”) in an amount of $750,000 after a payment of $1,000. The individual Prior Notes were all due and payable on demand by the holder with an interest rate of 10% per annum, interest of which would be due on the then unpaid principal balance on the last day of each calendar quarter beginning December 31, 2016, with all the remaining principal and interest due and payable in full on December 31, 2021. The 1^st Subsequent Note was due and payable upon demand and bore interest of 10% per annum. If no demand was made, then payments of interest only would be payable on the unpaid principal amount on the last day of each calendar quarter beginning December 31, 2016, and any and all remaining principal and interest would be due in full on December 31, 2021.

~~On April 5, 2017,~~ the Company entered into a “2^nd ~~Subsequent Note” in an amount~~Binding Letter of ~~$484,000~~Intent (“BLOI1”) with Investor One that ~~cancelled the 1~~^st ~~Subsequent Note. The 2~~^nd ~~Subsequent Note bears interest of 10% per annum, an principal and interest on the 2~~^nd ~~Subsequent Note is all due and payable upon demand by the holder. The 2~~^nd ~~Subsequent Note may be prepaid, in whole, or in part, at any time without penalty. As a result of the cancellation on April 5, 2017,~~ the Company ~~recorded~~deemed a ~~Troubled Debt Restructure write-down of $178,500 as a gain on settlement of debt in the consolidated statements of operations.~~

~~On July 17, 2017, the Company issued an unsecured promissory note to Sky Island~~financing agreement for ~~$700,000 to fund~~ the purchase of a ~~parcel~~certain property (APN: 665-030-044), and upon completion of development of the acquired property, ~~necessary~~subsequently a revenue share agreement that was for the ~~Company’s development projects from an unrelated third party. The note and accrued interest at 10% are due and payable on demand~~following considerations: (i) payment by ~~Sky Island. In June 2020, Sky Island agreed to reduce interest charged on~~Investor One of $125,000, representing one-half the ~~outstanding balance~~purchase price of ~~all notes payable to 0%.~~

~~Since January 1, 2018 to December 31, 2019,~~the property, (ii) the Company ~~increased~~would have repurchased the ~~Sky Island promissory notes from a beginning balance of $1,158,000 to a balance of $1,757,124 from additional advances and payments on behalf~~financed property for $187,500 within one year of the ~~Company. In January 2020, the Company entered into an agreement to reduce the outstanding loan by $1,062,000, first applied to accrued interest~~purchase, and (iii) “rent” payments of ~~$312,891, in exchange for ownership in the Company’s equity method investment. See Note 5. This reduced the outstanding balance as of March 31, 2020 to $1,004,755.~~

The promissory note transactions were deemed a related party transaction because Jaime Ortega, Owner/COO/Director of Sky Island, Inc., was a founding shareholder of the Company. Mr. Ortega has an aggregate ownership of 56.9% and 51.7% of the issued and outstanding common stock of the Company as of March 31, 2020 and December 31, 2019, respectively.

In September 2016, the Company received a $50,000 loan from Matt Feinstein, a Director, related to the acquisition of a company investment in 2016, which was then sold in 2017. This loan and any subsequent advances are due on demand and do not incur interest. The Company received additional advances from Mr. Feinstein$3,750 per month would have occurred during the years ended December 31, 2019 and 2018 of $3,416 and $2,096, respectively. During 2019, Mr. Feinstein agreed to reduce the note balance by $14,871, which was recorded as a gain on settlement of related party debt in the consolidated statements of stockholders’ equity. The outstanding balance of Mr. Feinstein’s loan as of March 31, 2020 is $349.referenced one year period.

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.

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.

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 ~~May~~February 2019, the Company ~~agreed to~~entered into a settlement agreement with ~~Eric Kennedy, a Director, related to deferred cash compensation that had been accrued for in~~Investor One which required the issuance of 20,000 shares of the Company’s ~~accounts payable~~common stock and ~~accrued liabilities.~~established an additional principal sum for repayment of $200,000. The settlement reduced the amount owed to $35,000 and resulted in a gain on settlement of related party payables of $36,000, which was recorded in the consolidated statements of stockholders’ equity. The remaining $35,000 owed was reclassified to related party notes payable. The note does not incur interest and was originally to be repaid through an initial $10,000 payment with monthlyincludes installment payments of ~~$5,000 thereafter, but~~$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 ~~was only able to make one $5,000 payment, reducing~~had recorded interest expense of $4,125, bringing the balance ~~to $30,000 as of March 31, 2020.~~

~~As of~~from $187,500 at December 31, 2018 ~~Rob Novinger, a shareholder~~to $191,625. The settlement agreement resulted in additional expense of $8,375. The Company made three $10,000 payments during the Company, has been paid $10,000 against his note with an original balance of $30,000, leaving a balance of $20,000. An additional $5,000 was added to the balance from a new advance received in 2019, leaving a balance of $25,000 at March 31, 2020.

Beginning in April 2019, the Company also began receiving advances from Neu-Ventures, Inc., another entity owned by our majority shareholder, Mr. Ortega. These advances are due on demand and do not incur interest. Advances from Neu-Ventures between April and December 2019 totalled $325,280. Advances from Neu-Ventures between January and March 2020 totalled $148,671.

~~Accrued interest payable on the Sky Island promissory notes as of March 31, 2020 and~~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 ~~$20,436 and $304,707, respectively. Interest expense of $28,620 and $35,543 was recorded for~~no activity during the ~~three~~nine months ended ~~March 31, 2020~~September 30, 2023 and ~~2019, respectively. There was no interest paid on Notes Payable, Related Party, during the three months ended March 31, 2020 or 2019.~~2022.

The Company, through our former subsidiary, BBC, 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 March 31, 2020 and December 31, 2019 is $27,313, which includes principal of $19,838 and $7,475 of accrued interest from prior years. The balance has been guaranteed by Matt Feinstein, a Director. The Company is currently in talks with a collection company to settle this debt and has stopped accruing interest.

~~At March 31, 2020 and December 31, 2019, advances on agreements balance consist of the following:~~

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/month would have occurred during the referenced one year period.

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 the Company 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.

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 and also 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.

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, in accordance with a settlement discussed in further detail in Note 12. This balance remains outstanding at December 31, 2019.

In connection with the THC Merger, the Company granted the THC shareholders an option to require the Company to purchase from them up to 1,478,836 shares of the Company’s common stock at a price of $0.68 per share for the period commencing on the 24-month anniversary of the closing of the THC Merger and ending on the 30-month anniversary of the closing of the THC Merger; provided, however, that they may only exercise this option if the Company’s stock price is below $0.88 and trading volume is below 50,000 a day for a 90-day period. The accounting treatment requires that the Company records the fair value of the put option liability as of the inception date and to fair value the put option liability as of each subsequent reporting date.

The fair value of the Company’s put option liability from the THC Merger was estimated using the Binomial Pricing Model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options, and future dividends. Accordingly, the Company used three (3) comparables in the cannabis industry to determine a volatility range and elected to use our private placement stock price of $0.50 at issuance at December 31, 2017.

~~The fair value as of the date of issuance of the described put option liability was determined using the Binomial Pricing Model, with the following assumptions:~~

The put option liability on the date of issuance of February 12, 2016 was determined to be $706,616 and was included in the purchase price of the THC Merger. While the 30-month period expired prior to December 31, 2018, the Company is currently in arbitration related to an attempted exercise of the put option, in which the exercise of the put option was upheld by the arbitrator. Based on the Company’s asserted defenses, the Company is appealing the award. However, the Company has recorded a stock subscription receivable and a put option liability for the $1,000,000 exercise amount at March 31, 2020 and December 31, 2019 based on the pending award as discussed in Note 12. During the three months ended March 31, 2020 and 2019, there has not been any change in the fair value of the put option liability. The matter remains unresolved as of March 31, 2020 and both the stock subscription receivable and the put option liability for the $1,000,000 exercise remain outstanding.

The Company is authorized to issue 525,000,000 shares of capital stock, ~~$0.0000001~~$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 ~~March 31, 2020~~September 30, 2023 and December 31, ~~2019,~~2022, there were no shares of preferred stock issued and ~~outstanding, and 87,446,200 and 76,890,925, respectively,~~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.

During the nine months ended September 30, 2023, the Company issued 340,000 shares of common stock ~~issued and outstanding.~~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)

~~During the three months ended March 31, 2020 and 2019, the Company did not issue any shares for services.~~

~~During the three months ended March 31, 2019, the Company paid a refund of additional paid-in-capital of $2,500.~~

~~During the three months ended March 31, 2019,~~On June 12, 2023, the Company issued ~~10,000,000~~ 1,000,000 shares of common stock ~~in exchange for a 50% equity investment in PVI, with another 10,000,000~~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 ~~issued during~~of Pineapple Wellness, Inc., a California corporation controlled by the ~~three~~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.

~~The~~September 30, 2022, the Company ~~has a~~received proceeds from stock subscriptions ~~payable balance~~ of ~~$6,000 and $5,940,720 as~~$150,000 for 400,000 shares at $0.25 per share.

As of ~~March 31, 2020~~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.

In March 2019, ~~respectively.~~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 ~~$5,500,000 of the balance at December 31, 2019 represents~~ 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 ~~exchange~~PVI, respectively.

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

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, ~~that were not issued until February 2020. An additional $444,220 of~~due to the ~~balance at December 31, 2019 represents the settlement of 555,275 shares payable to The Hit Channel discussed~~change in ~~Note 12, which were also issued during February 2020. The Company also awarded 10,000 shares with a value of $5,500 that were not yet issued~~business strategy as of ~~March 31, 2020.~~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.

~~The value~~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.

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 ~~determined based on~~between entities under common control, the ~~value~~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 ~~Company’s stock was sold close to when the services~~entities were ~~provided or when the donation occurred.~~

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:

JAMS Arbitration Reference Number: 1210035565 was filed July 13, 2018. This matter arises from a certain Agreement and Plan of Merger and Reorganization dated February 12, 2016. Claimants sought forfeiture of certain IP rights, more specifically, Registered Mark “THC” standard character mark (U.S. Trademark Reg. No. 1954405 registered on February 6, 1996) and Domain Name “www.thc.com”, together with proceeds Respondents have received from any royalty or licensing payments relating to the IP rightsunder common control. commencing from the date of ~~Forfeiture, as well as costs for reasonable attorneys’ fees. Arbitration was conducted on July 17-19,~~inception at June 24, 2019. The arbitrator issued an award on December 23, 2019 upholding the Claimants’ exercise of the put option as discussed in Note 10 and the transfer of the IP rights. Claimants/Plaintiffs then filed a Petition to Confirm Arbitration Award and Respondents/Defendants filed a Petition to Vacate Arbitration Award in the matter entitled, Pineapple Express, Inc., et al. v. Salem, et al., bearing Los Angeles Superior Court Case Number SC129690. Both Petitions were heard on October 8, 2020, and Claimants/Plaintiffs’ Petition to Confirm Arbitration Award was granted. Pineapple Express, Inc. filed a Notice of Appeal on the same date, which is currently pending briefing schedule. Based on the pending award, the Company has accrued the $1,000,000 put option exercise amount and recorded a $1,000,000 stock subscription receivable as of March 31, 2020 and December 31, 2019.

JAMS Arbitration Reference Number: 1220063897 was filed December 4, 2019. This matter arises from claims of breach of contract, more specifically the confidentiality provisions of certain Agreement and Plan of Merger and Reorganization dated February 12, 2016, entered into between the parties and arising from the disclosure of the interim arbitration award in the matter entitled and above-referenced as: Salem, et al. v. Pineapple Express, Inc., et al. JAMS Arbitration Reference Number: 1210035565, filed July 13, 2018, by Respondent. The matter was pending before JAMS and set for arbitration to be conducted on March 22, 2021, but the matter was continued as the parties are executing a settlement agreement resolving all claims on a global basis which is expected to be executed in April 2021.

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 ~~advances on agreements liability as of March 31, 2020 and December 31, 2019. The parties are cooperating to resolve this matter pursuant to the terms of the agreed upon settlement.~~

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. 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 March 31, 2020 and December 31, 2019 is $18,692.

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 $47,674. 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 is accrued for in the Company’s contingent liabilities as of March 31, 2020 and December 31, 2019.

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 March 31, 2020 and December 31, 2019. 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.

Los Angeles Superior Court Case Number: 19STCV09006 was filed in or about March 14, 2019. This action arose from certain complaint and cross-complaint arising from certain licensing agreement entered into between the parties for the commercial exploitation of the URL and Domain Name THC.com. The matter has since resolved pursuant to the confidential settlement agreement entered into by and between the parties. The licensing agreement has been deemed terminated, and the matter has been dismissed with prejudice by order of the court on February 14, 2020. The Hit Channel was awarded $40,000 and 555,275 shares of the Company’s restricted stock as settlement, for which the Company has accrued $40,000 in contingent liabilities and $444,220 in stock subscriptions payableConsolidated Balance Sheet as of December 31, ~~2019. This settlement shares were issued~~2022, Statement of Operations for the three months and nine months ended September 30, 2022, Statement of Cash Flow for the ~~$40,000 was paid in February 2020. The Company also received~~nine months ended September 30, 2022 and Statement of Shareholders’ Deficit for the ~~website,~~ ~~“www.THCExpress.com”~~,nine months ended September 30, 2022 contain retrospective presentation for the consolidation of Pineapple Wellness accounts from ~~The Hit Channel as part~~its date of inception with the Company’s accounts resulted from the acquisition of the ~~settlement agreement.~~entity under common control on June 12, 2023. (Note 1)

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

JAMS Arbitration Reference Number: 1210037058 was 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. A final award from arbitration also awarded arbitration fees to the claimant, increasing the award from $15,000 to $23,805, which the Company has accrued in contingent liabilities as of March 31, 2020 and December 31, 2019. 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. Nonetheless, the parties are cooperating to resolve this matter in advance of hearing.

This is a claim 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 March 31, 2020 and December 31, 2019 in the Company’s contingent liabilities.

This action is the culmination of a multiplicity of actions and cross-actions arising from the claims to title relating to certain real property more commonly known as 65241 San Jacinto Lane, Desert Hot Springs, California 92240-5014 and construction disputes for building projects thereon. The Company and its subsidiaries were dismissed from this action and the property was subsequently sold, fully releasing the Company from any further liability.

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 March 31, 2020 and December 31, 2019.

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 $30,000, which is accrued for in the Company’s related party notes payable. 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.

~~Subsequent~~From time to ~~March~~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:

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, ~~2020, a total of 1,015,000 shares~~2022. The parties are cooperating to resolve this matter pursuant to the terms of the ~~Company’s common stock were~~agreed upon settlement.

~~The Company entered into an Asset Purchase and Sale Agreement on~~a final award in favor of Petitioner in or about September 4, 2019, ~~(the “APA”) followed by a Letter Agreement on March 2, 2020, and closing on April 20, 2020, where the Company sold the domain “THC.com”, the trademarks bearing the “THC” name, and the URL “pineappleexpress.com”~~ ~~to Mr. Ortega in exchange~~ for the ~~cancellation~~principal amount of ~~$1,000,000~~$15,375, which has been accrued for in the Company’s contingent liabilities as of ~~Sky Island notes payable. Subsequently,~~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.

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 ~~17,~~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.

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.

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 ~~into~~on May 11, 2021, against Pineapple Express, Inc., in the amount of $29,280. Defendant, Pineapple Inc., a ~~Recission Agreement pursuant to which the parties cancelled and rescinded the APA and all ancillary agreements. Accordingly, the intellectual property subject~~Nevada Corporation, is not a party to the ~~APA~~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.

This is a small claims matter for $7,500 filed by an independent contractor. There was ~~returned~~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.

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 ~~Company~~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 ~~$1,000,000 of debt owed~~December 31, 2022. On September 23, 2020, a default judgment was entered against the Company. The parties are working to ~~Sky Island was returned~~resolve the matter or alternatively vacate and set aside the default judgment entered unbeknownst to the ~~books and records of the~~ Company.

Also on December 17, 2020, the Company entered into an Intellectual Property Purchase Agreement with PVI pursuant to which the Company sold all of the Company’s trade dress and trade names, logos, Internet addresses and domain names, trademarks and service marks and related registrations and applications, including any intent to use applications, supplemental registrations and any renewals or extensions in exchange for Mr. Jaime Ortega, as majority principal of Buyer, waiving and cancelling $1,000,000 of the aggregate existing loans extended by Mr. Ortega to the Company.

~~The Company is a smaller reporting Company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.~~

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

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 ~~March 31, 2020,~~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.”

This management discussion and analysis of the financial condition and results of operations of the Company is for the three and nine months ended ~~March 31, 2020~~September 30, 2023, and ~~2019.~~2022. It is supplemental to and should be read in conjunction with the Company’s unaudited condensed consolidated financial statements as of ~~March 31, 2020~~September 30, 2023, and the consolidated financial statements for the year ended December 31, ~~2019~~2022, included in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2022, and filed with the U.S. Securities and Exchange Commission and the accompanying notes for each respective ~~periods.~~period. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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

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,~~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 ~~February 16, 2021,~~May 5, 2023 and matters described in this ~~Quarterly Report~~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~~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,~~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~~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.

This filing includes, in one comprehensive filing, the business and financial information for the Company as of March 31, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019, and the Company’s financial statements..

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 ~~PVI’s involvement with~~hemp CBD sales, property rentals to cannabis ~~delivery, retail, manufacturing,~~operators at a profit and ~~cultivation. Our main focus has been to receive approximately 45% of all net income generated by PVI from its business ventures, as well as~~ selling the proprietary Top Shelf System to cannabis dispensaries.

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 ~~originally formed~~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 ~~state~~process of ~~Nevada under~~making ready for in-store hemp-based CBD transactions. The Company will be assuming the ~~name Global Resources, Ltd.~~lease on ~~August 3, 1983. It changed its name to “Helixphere Technologies Inc.” on April 12, 1999 and to “New China Global Inc.” on~~the retail storefront referenced herein as of October 2, 2013. It reincorporated in Wyoming on October 30, 2013 and changed its name to “Globestar Industries” on July 15, 2014. On August 24, 2015, the Company entered into a share exchange agreement with Better Business Consultants, Inc. (“BBC” dba “MJ Business Consultants”), a corporation formed in California on January 29, 2015, all of BBC’s shareholders, and1, 2023.

Through the Company’s ~~majority shareholder at that time (the “BBC Share Exchange”). Pursuant to the BBC Share Exchange, BBC became a wholly owned~~operating subsidiary, of the Company. Upon consummation of the BBC Share Exchange, the Company ceased its prior business of providing educational services and continued the business of BBC as its sole line of business. BBC has three wholly owned subsidiaries, Pineapple Express ~~One LLC, a California limited liability company, Pineapple Express Two LLC, a California limited liability company,~~Consulting Inc., it also offers cannabis business licensing and ~~Pineapple Properties Investments, LLC, a Washington limited liability company. Better Business Consultants, Inc. has since been sold by~~consulting services. The Company’s executive team blends enterprise-level corporate expertise with decades of combined experience operating in the ~~Company. On September 3, 2015, the Company changed its name to “Pineapple Express, Inc.” from “Globestar Industries.”~~tightly-regulated cannabis industry.

ln addition to ~~having stakes in~~ 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,^th, 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 ~~to PVI~~ for use in retail storefronts and delivery vehicles ~~as well as to sell the Top Shelf SDS technology to other~~operated by cannabis retail companies. The Company ~~anticipated~~anticipates beginning sales of the Top Shelf SDS system in the ~~second~~third quarter of ~~2021.~~2023.

With relations to the Pineapple Wellness, Inc. acquisition, to make up for the expired Hemp-CBD inventory, the Company ~~entered into a Share Exchange Agreement, as amended (the “PVI Agreement”)~~ordered new Hemp-CBD inventory from its supplier, and commenced working on the retail Hemp-CBD storefront at 8783 W. Pico Blvd., ~~with Pineapple Ventures, Inc. (“PVI”) and PVI’s stockholders. In connection with the PVI Agreement,~~Los Angeles, CA.

On August 17^th, the Company ~~acquired a total~~gave 30 days’ notice to Chief Operations Officer, Joshua Eisenberg, that Mr. Eisenberg’s services would no longer be needed as of 50,000 shares of PVI’s outstanding capital stock, equaling 50% of the outstanding shares of PVI. The Company’s ownership interest in PVI was reduced to approximately 45% in January 2020. As a result of the investment in PVI,September 17, 2023. On September 1, 2023, Mr. Eisenberg resigned effective immediately and the Company ~~entered~~accepted the ~~cannabis cultivation, production and distribution sector throughout California. PVI has several leased properties that are currently being developed to provide these cannabis-related services.~~

During 2019, PVI took preliminary business steps towards a project with Nordhoff Leases, LLC (“Nordhoff”), a related party, in which Nordhoff subleased 38,875 square feet in a building to three 15% owned entities by PVI; however, the contemplated project never matriculated and the planned contribution of Nordhoff to PVI was nullified. In June and July of 2020 PVI sold its 15% investments in three entities, including the cannabis licenses associated with them for $2.87 million to support its operations and assigned its three 15% owned entities’ subleases with Nordhoff to the buyer as part of the sale. PVI received 15% of the proceeds of the sale of the entities and their cannabis licenses.

~~Pursuant to an Agreement and Plan of Merger (“Merger Agreement”), dated~~resignation as of ~~April 6, 2020, by and between, Pineapple Express, Inc.~~that date.

On September 15^th, a Wyoming corporation (“Pineapple Express”), and Pineapple, Inc., a Nevada corporation (“Pineapple”) and wholly-owned subsidiary of Pineapple Express, effective as of April 15, 2020 (the “Effective Date”), Pineapple Express merged with and into Pineapple, with Pineapple being the surviving entity (the “Reincorporation Merger”). The Reincorporation Merger was consummated to complete Pineapple Express’ reincorporation from the State of Wyoming to the State of Nevada. The Merger Agreement, the Reincorporation Merger, the Name Change (as defined below) and the Articles of Incorporation and Bylaws of Pineapple were duly approved by the written consent of shareholders of Pineapple Express owning at least a majority of the outstanding shares of Pineapple Express’ common stock. Pursuant to the Merger Agreement, the Company’s corporate name changed from “Pineapple Express, Inc.” to “Pineapple, Inc.”

~~The Company is based in Los Angeles, California. Through the Company’s operating subsidiary Pineapple Express Consulting, Inc. (“PEC”), as well as its PVI portfolio asset,~~2023, the Company provides capital to its canna-business clientele, leases properties to those canna-businesses, takes equity positions and manages those operations, and provides consulting and technology to develop, enhance, or expand existing and newly formed infrastructures. Pineapple aims to become the leading portfolio management company in the U.S. cannabis sector. The Company’s executive team blends enterprise-level corporate expertise with a combined three decades of experience operating in the tightly-regulated cannabis industry. Pineapple’s strategic asset integration has provided it with the infrastructure to support its subsidiaries with cost-effective access to all segments of the vertical: from cultivation and processing, to distribution, retail and delivery. With its headquarters in Los Angeles, CA, Pineapple’s portfolio company, PVI, is rapidly increasing its footprint throughout the state and looking to scale into underdeveloped markets. While PVI is generating revenues from the above-mentioned means, PEC is currently still in development and is currently not generating revenues. The Company receives monthly dividends equal to approximately 45% of PVI’s income that provide regular operating cash flows.

~~In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19)~~appointed Marco Rullo as a pandemic, which continues to spread throughout the United States. As a result, significant volatility has occurred in both the United States and International markets. While the disruption is currently expected to be temporary, there is uncertainty around the duration. To date, the Company has experienced declining revenues, difficulty meeting debt covenants, maintaining consistent service quality with reduced revenue, and a loss of access to customers. Management expects this matter to continue to impact our business, results of operations, and financial position, but the ultimate financial impact of the pandemican independent director on the Company’s ~~business, results~~board of ~~operations, financial position, liquidity or capital resources cannot be reasonably estimated at this time.~~directors.

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.

~~Summary~~The following summary of ~~Results~~our results of ~~Operations~~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.

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

During the three months ended September 30, 2023, the Company recognized sublease revenue of $105,000 from ~~operations~~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.

The Company incurred operating expenses of $146,604 for the three months ended ~~March 31, 2020 was $0, which represents a decrease~~September 30, 2023, an increase of ~~$15,000, or 100%~~16% from ~~$15,000 during the three months year ended March 31, 2019. The decrease in revenue was related to generating 3 months~~operating expenses of ~~consulting revenue from PVI in 2019 with no such revenue generated in 2020.~~

~~Operating loss from continuing operations~~$126,072 for the three months ended ~~March 31, 2020 was $197,962,~~September 30, 2022 mainly due to an increase ~~of $86,178, or 43.5%, from an operating loss from continuing operations of $111,784 during~~in lease expense and management consulting fees. During the three months ended ~~March 31, 2019. We noted~~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 ~~revenue decreased and general and administrative expenses increased for the three months ended March 31, 2020 compared~~are not planned to ~~the three months ended March 31, 2019, resulting in an increase of the operating loss.~~be subleased.

The Company had no other expenses for the three months ended March 31, 2020 were $195,805, an increase of $71,178, or 36.4%, from $124,627 during the three months ended March 31, 2019. The most significant changes were increases in legal expense of $32,474 and increases in payroll expense of $48,500. These were offset by a reduction in consultant expense of $14,103.

Depreciation expense for the three months ended March 31, 2020 and 2019 was $2,157. This is consistent with the depreciable asset base which did not change for the three months ended March 31, 2020 and 2019.

September 30, 2023. During the three months ended ~~March 31, 2020,~~September 30, 2022, the Company has total other expense of ~~$78,788,~~$9,643,374 consisting of ~~interest expense~~$757,991 of ~~$28,620 and losses~~income from the Company’s equity method investment, $386,287 from gain on the sale of ~~$50,168.~~ 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 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

During the ~~three month~~nine months ended ~~March~~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, ~~2019,~~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.

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.

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 ~~$50,510,~~$8,872,010, consisting of ~~$12,375 in losses on settlements~~$1,499,355 of ~~debt, $35,543 in interest expense and $2,592 in losses~~income from the Company’s equity method ~~investment.~~

Asinvestment, $30,000 recognized for gain on forgiveness of a ~~result~~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 ~~foregoing,~~equity-method investment. The $1,499,355 of income from the ~~Company recorded a~~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 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 ~~of $276,750 for~~was mainly due to the ~~three~~decrease in other expenses during the nine months ended ~~March~~September 30, 2023.

Our total current assets decreased to $4,710 as of September 30, 2023 from $27,336 as of December 31, ~~2020,~~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 ~~a net loss of $162,294 for the three months ended March 31, 2019.~~

~~As of March 31, 2020, we had a~~ working capital deficit of ~~$3,486,509, $0~~$1,387,036 as of December 31, 2022. The increase in ~~cash,~~working capital deficit was mainly attributed to the increase in operating lease liability and ~~a $1,000,000 stock subscription receivable. As~~amount due to affiliates for payment made to vendors on behalf of ~~March 31, 2020,~~ the Company’s current liabilities included $896,774 in accounts payable and accrued liabilities, $27,208 in accrued interest payable, $1,534,155 in related party notes payable, $19,838 in other notes payable, $784,000 in advances on agreements, $6,000 in stock subscriptions payable, $1,000,000 in put option payable, and $140,048 in contingent liabilities. We haveCompany.

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, ~~consultants~~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 3^rdthird-party party sources, as well as sale of shares of our common stock in private placements, to fund our expected cash requirements.

~~Since March 31, 2020, the Company has utilized cash of $248,630, all of which came in the form of related party on demand loans.~~

We intend to continue raising additional capital through ~~related party loans. Additionally, in 2021~~ the ~~Company is planning to apply to have its common stock quoted on the OTC Markets, at which point the Company plans to raise money through issuances~~issuance of equity and debt ~~and/or equity~~ securities ~~in private placements to accredited investors.~~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 ~~elsewhere~~ in this ~~filing~~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 ~~$13,695,411 as of March 31, 2020~~$24,562,374 and had a net loss of ~~$276,750 and utilized net cash of $146,771 in operating activities~~$1,023,610 for the ~~three~~nine months ended ~~March 31, 2020.~~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 ~~elsewhere~~ in this ~~filing~~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 ~~through March 31, 2022.~~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.

~~During~~Net cash provided by operating activities was $63,131 for the ~~three month~~nine months ended ~~March 31, 2020, we~~September 30, 2023, compared with $103,995 net cash used ~~$146,771 of cash~~ in operating activities ~~primarily as a result of our~~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 ~~$276,750,~~$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 ~~non-cash~~$1,057,047.

During the nine months ended September 30, 2022, net cash used in operating ~~expenses~~activities was attributed to net loss of ~~$57,606, including $5,500 in stock-based compensation, depreciation expense of $2,517, and a loss~~$9,257,380, increased by income from ~~the Company’s~~ equity method investment of ~~$50,168. Operating assets and liabilities increased by $72,373, primarily due to an increase in accounts payable and accrued liabilities~~$1,499,355, gain on forgiveness of ~~$25,246, an increase in accrued interest~~related party note payable of ~~$24,657,~~$30,000, gain on sale of subsidiary of $386,287 and ~~an increase in balances due to affiliates~~decreased by depreciation of ~~$22,470. During the three month ended March 31, 2019, we used $152,859~~property and equipment of ~~cash in operating activities, primarily as a result~~$4,129, loss on impairment of our net loss of $162,294, net of non-cash operating expenses of $156,900, including $135,122 in related party settlements, $12,375 in losses on settlements of debt, $4,125 of interest expense from debt settlements, depreciation expense of $2,517, and a loss from the Company’s equity method investment of ~~$2,592. Operating~~$10,787,652 and net changes in operating assets and liabilities ~~decreased by $147,465, primarily due to an increase an increase in accounts payable and accrued liabilities~~ of ~~$120,771 and an increase in accrued interest payable of $24,194.~~$277,246.

During the ~~three~~nine months ended ~~March 31, 2020~~September 30, 2023 and ~~2019, we had no cash flows from~~2022, the Company did not have any investing activities.

During the ~~three~~nine months ended ~~March 31, 2020, we received $146,771~~September 30, 2023, net cash used in ~~cash from~~ 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 ~~payable. During the three months ended March 31, 2019, we received $152,859 in cash from financing activities, including $165,359 in proceeds from related party notes payable, net~~ of ~~$10,000 in repayments~~$5,995, offset by repayment of related party notes ~~payable.~~of $52,000.

~~The accompanying unaudited condensed consolidated financial statements have been prepared assuming that~~During the ~~entity will continue as a going concern. As discussed in Note 3 to the unaudited condensed consolidated financial statements,~~nine months ended September 30, 2023, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~We do~~did not have any transactions, obligations or relationships that could be considered off-balance sheet ~~arrangements~~arrangements.

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.

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 ~~March 31, 2020~~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 ~~December 31, 2019~~excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that ~~have or~~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 ~~reasonably likely~~not used for subleasing, leases expense is reported under lease expense of operating expenses in the Consolidated Statements of Operations.

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 ~~have~~operating leases that the Company is subleasing. The Company recognizes sublease revenue on a ~~current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.~~gross basis. (see note 9)

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

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, ~~2019,~~2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~March 31, 2020,~~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.

To the same extent as reported in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~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 ~~at March 31, 2020:~~as of September 30, 2023:

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

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 ~~these~~it will be able to do so.

Notwithstanding the material weaknesses ~~primarily relate, in part, to~~discussed above, our ~~lack of sufficient staff with appropriate training in U.S. GAAP~~management, including the Company’s CEO and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

Subject to raising sufficient additional capital, we plan to take a number of actions in the future to correct these material weaknesses including, but not limited to, establishing an audit committee of our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements. We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensureCFO, concluded that the ~~identified~~condensed consolidated financial statements in this quarterly report fairly present, in all material ~~weakness or other material weaknesses will not result~~respects, the Company’s financial condition, results of operations and cash flows for the periods presented, in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.conformity with GAAP.

There were no changes in our internal controls over financial reporting that occurred during the quarter ended ~~March 31, 2020~~September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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 4.4 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.

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:

~~Salem, et al. v. Pineapple Express, Inc., et al.~~ ~~JAMS Arbitration Reference Number: 1210035565~~, filed July 13, 2018. This matter arises from a certain Agreement and Plan of Merger and Reorganization dated February 12, 2016. Claimants sought forfeiture of certain IP rights, more specifically, Registered Mark “THC” standard character mark (U.S. Trademark Reg. No. 1954405 registered on February 6, 1996) and Domain Name “www.thc.com”, together with proceeds Respondents have received from any royalty or licensing payments relating to the IP rights from the date of Forfeiture, as well as costs for reasonable attorneys’ fees. Arbitration was conducted on July 17-19, 2019. The arbitrator issued a final award for transfer of the IP rights and the exercise of a put option in or about December 23, 2019, in favor of Claimants. Claimants/Plaintiffs then filed a Petition to Confirm Arbitration Award and Respondents/Defendants filed a Petition to Vacate Arbitration Award in the matter entitled, Pineapple Express, Inc., et al. v. Salem, et al., bearing Los Angeles Superior Court Case Number SC129690. Both Petitions were heard on October 8, 2020, and Claimants/Plaintiffs’ Petition to Confirm Arbitration Award was granted. Pineapple Express, Inc. filed a Notice of Appeal on the same date, which is currently pending briefing schedule. Based on the pending award, the Company has accrued the $1,000,000 put option exercise amount and recorded a $1,000,000 stock subscription receivable.

~~Pineapple Express, Inc. v. Ramsey Salem~~ ~~JAMS Arbitration Reference Number: 1220063897~~, filed December 4, 2019. This matter arises from claims of breach of contract, more specifically the confidentiality provisions of certain Agreement and Plan of Merger and Reorganization dated February 12, 2016, entered into between the parties and arising from the disclosure of the interim arbitration award in the matter entitled and above-referenced as: Salem, et al. v. Pineapple Express, Inc., et al. JAMS Arbitration Reference Number: 1210035565, filed July 13, 2018, by Respondent. The matter was pending before JAMS and set for arbitration to be conducted on March 22, 2021, but the matter was continued as the parties are executing a settlement agreement resolving all claims on a global basis which is expected to be executed in April 2021.

Los Angeles Superior Court Case Number: BC708868 was filed June 6, 2018. Plaintiff ~~claims~~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~~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.~~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.

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.~~$15,375, which has been accrued for in the Company’s contingent liabilities as of December 31, 2018. The award was ~~reduced~~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.

Los Angeles Superior Court Case Number: ~~BS171779.~~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 ~~$47,674.~~$47,684. Enforcement on the Judgment is continuing. ~~On information and belief,~~Finnegan & Diba was retained to defend enforcement proceedings ~~continue~~and substituted out of the matter in March 2019. This claim was accrued for in the ~~sums outstanding on the Judgment.~~Company’s contingent liabilities as of September 30, 2023 and December 31, 2022.

Los Angeles Superior Court Case Number: ~~SC127731,~~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. ~~On information~~Finnegan & Diba was not the counsel of record when judgment was entered and ~~belief,~~only addressed enforcement proceedings ~~continue for the sums outstanding on the Judgment.~~

~~The Hit Channel v. Pineapple Express, Inc.~~ ~~Los Angeles Superior Court Case Number: 19STCV09006, filed~~until such time it was substituted out as counsel of record in or about ~~March~~June 14, 2019. This action arose from certain complaint and cross-complaint arising from certain licensing agreement entered into between the parties for the commercial exploitation of the URL and Domain Name “THC.com”. The matter has since resolved pursuant to the confidential settlement agreement entered into by and between the parties. The licensing agreement has been deemed terminated, and the matter has been dismissed with prejudice by order of the court on February 14, 2020.

StoryCorp Consulting, dba Wells Compliance Group v. Pineapple Express, ~~Inc~~. 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 of $23,805 on or about October 27, 2020, against ~~respondent Pineapple Express, Inc.~~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. ~~Nonetheless,~~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 ~~are cooperating~~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.

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 ~~advance~~a position to satisfy the judgment. The $7,500 has been accrued for as of ~~hearing.~~September 30, 2023 and December 31, 2022, in the Company’s contingent liabilities.

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 ~~$30,000.~~$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 ~~Pineapple Express, Inc.~~the Company. The parties are working to resolve the matter or alternatively vacate and set aside the default judgment entered unbeknownst to the Company.

In addition to the above, from time to time, we may be involved in litigation in the ordinary course of business. Other than as set forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. Other than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or any of our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

~~There have been no material changes~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the ~~risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.~~

~~In addition to the other~~ information ~~set forth in~~under this Quarterly Report, you should carefully consider the factors discussed in the section captioned “Risk Factors” of our Annual Report on Form 10-K filed with the SEC on February 16, 2020. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this Quarterly Report.item.

~~There were no unregistered sales of~~On or about June 27, 2023, the ~~Company’s equity securities during the quarter ended March 31, 2020~~Company issued 340,000 shares common stock for stock subscription totaling $85,000 that ~~were not previously disclosed in a Current Report on Form 8-K or Annual Report on Form 10-K.~~was used for operating capital.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Title of each class~~		~~Trading Symbol(s)~~		~~Name of principal U.S. market on which traded~~
~~n/a~~		~~n/a~~		~~n/a~~

~~Large accelerated~~Large-accelerated filer	~~[ ]~~☐	Accelerated filer	~~[ ]~~☐
Non-accelerated filer	~~[ ]~~☒	Smaller reporting company	~~[X]~~☒
		Emerging growth company	~~[ ]~~☐

		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	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	811
Item 4.	Controls and Procedures	811

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	1013
Item 1A.	Risk Factors	1114
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1114
Item 3.	Defaults Upon Senior Securities	1114
Item 4.	Mine Safety Disclosures	1114
Item 5.	Other Information	1114
Item 6.	Exhibits	1215
	Signatures	1518

	●	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;

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-7~~F-6

	March 31, 2020 (Unaudited)			December 31, 2019 (Audited)
Assets
Current Assets:
Cash	$	-		$	-
Stock subscription receivable		1,000,000			1,000,000
Total Current Assets		1,000,000			1,000,000

Property and equipment (net of depreciation)		19,621			21,778
Operating lease right-of-use asset		16,820			40,775

Other Assets:
Equity method investment		9,826,547			10,938,715
Deposits		7,944			7,944
Total Other Assets		9,834,491			10,946,659
Total Assets	$	10,870,932		$	12,009,212

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	896,774		$	871,528
Accrued interest payable		27,208			312,182
Stock subscriptions payable		6,000			5,940,720
Operating lease liability		16,968			41,142
Due to affiliates		61,518			39,048
Notes payable, related party		1,534,155			2,139,753
Note payable		19,838			19,838
Advances on agreements		784,000			784,000
Put option liability		1,000,000			1,000,000
Contingent liabilities		140,048			140,048
Total Current Liabilities		4,486,509			11,288,259
Total Liabilities		4,486,509			11,288,259

Commitments and contingencies

Stockholders’ Equity:
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		-			-
Common stock, $0.0000001 par value, 500,000,000 shares authorized, 87,446,200 and 76,890,925 shares issued and outstanding, respectively		8			7
Additional paid-in-capital		20,079,826			14,139,607
Accumulated deficit		(13,695,411	)		(13,418,661	)
Total Stockholders’ Equity		6,384,423			720,953
Total Liabilities and Stockholders’ Equity	$	10,870,932		$	12,009,212

	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

	For the Three Months Ended
	March 31, 2020			March 31, 2019
Revenue	$	-		$	15,000

Operating Expenses
General and administrative		195,805			124,627
Depreciation		2,157			2,157
Total Operating Expenses		197,962			126,784

Operating loss		(197,962	)		(111,784	)

Other (Income) Expense
Interest expense		28,620			35,543
Loss on settlement of debt		-			12,375
Loss from equity method investment		50,168			2,592
Total Other (Income) Expense		78,788			50,510

Loss from operations before taxes		(276,750	)		(162,294	)

Provision for income taxes		-			-

Net Loss	$	(276,750	)	$	(162,294	)

Net Loss Per Share – Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares – Basic and Diluted		82,580,637			65,862,925

	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	)

	Common Stock				Additional Paid-in-			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Equity
Balance as of January 1, 2019		65,862,925	$	6	$	7,952,586		$	(12,250,199	)	$	(4,297,607	)
Gain of settlements of related party debt		-		-		135,122			-			135,122
Refund of additional paid-in-capital		-		-		(2,500	)		-			(2,500	)
Net loss		-		-		-			(162,294	)		(162,294	)
Balance as of March 31, 2019		65,862,925	$	6	$	8,085,208		$	(12,412,493	)	$	(4,327,279	)

Balance as of January 1, 2020		76,890,925	$	7	$	14,139,607		$	(13,418,661	)	$	720,953
Common stock issued for settlements of debt and payables		555,275		-		440,220			-			440,220
Issuance of common shares for equity method investment		10,000,000		1		5,499,999			-			5,500,000
Net loss		-		-		-			(276,750	)		(276,750	)
Balance as of March 31, 2020		87,446,200	$	8	$	20,079,826		$	(13,695,411	)	$	6,384,423

					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	)

	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		$	-

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 ~~us)~~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	%

	Level 11-	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

	Level 22-	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 33-	Pricing inputs that are generally ~~observable~~unobservable inputs and not corroborated by market data.

	2020		2019
Unearned revenue, beginning of period	$	-	$	310,680
Customer deposits received		-		-
Customer deposits returned		-		-
Other income recognized		-		-
Unearned revenue, end of period	$	-	$	310,680

	March 31, 2020			December 31, 2019
Furniture and fixtures	$	43,152		$	43,152
Office equipment		12,321			12,321
Subtotal		55,473			55,473
Less accumulated depreciation		(35,852	)		(33,695	)
Property and equipment, net	$	19,621		$	21,778

	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

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

							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

	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

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

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


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

Noteholder	Due	Interest Rate			Secured	March 31, 2019		December 31, 2019
Sky Island, Inc.	Demand		10	%	No	$	1,004,755	$	1,757,124
Matt Feinstein	Demand		0	%	No		349		2,249
Eric Kennedy	Demand		0	%	No		30,000		30,000
Rob Novinger	Demand		0	%	No		25,000		25,000
Neu-Ventures, Inc.	Demand		0	%	No		474,051		325,380
Total						$	1,534,155	$	2,139,753

Noteholder	March 31, 2020		December 31, 2019
Investor One and Investor Two	$	169,000	$	169,000
Investor Three		615,000		615,000
Advances on Agreements	$	784,000	$	784,000

(1) dividend yield of		0	%
(2) expected volatility of		150.00	%
(3) risk-free interest rate of		1.53	%
(4) expected life of		0.61 years
(5) fair value of the Company’s common stock of	$	0.50

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	)

		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

	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

	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	$	-		$	-		$	-

	●	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.

	March 31,			March 31,
(In thousands, except per share data)	2020			2019

Revenue	$	-		$	15,000

Operating expenses:
General and administrative		195,805			124,627
Depreciation		2,157			2,157
Total operating expenses		197,962			126,784

Operating loss		(197,962	)		(111,784	)

Other (income) expense:
Interest expense		28,620			35,543
Loss on settlement of debt		-			12,375
Loss from equity method investment		50,168			2,592
Total other (income) expense		78,788			50,510

Income (loss) from operations before taxes		(276,750	)		(162,294	)

Provision for income taxes		-			-

Net income (loss)	$	(276,750	)	$	(162,294	)

	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	)%