UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~☒ Quarterly~~☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended ~~March~~June 3130, 2024.

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ____________ to ____________.

Commission file number: 000-54457

TREES CORPORATION

(Exact name of registrant as specified in its charter)

Colorado		90-1072649
(State of incorporation)		(IRS Employer Identification No.)

215 Union Boulevard, Suite 415
Lakewood, CO 80228

(Address of principal executive offices) (Zip Code)

(303) 759-1300

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered		Ticker symbol
N/A		N/A		N/A

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

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

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒☑ Smaller reporting company ☒☑ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~May~~August 159, 2024, there were 108,746,520 issued and outstanding shares of common stock.

TREES CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		1	1
Item 1.	Financial Statements	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20	17
Item 4.	Controls and Procedures	20	17
PART II. OTHER INFORMATION		21	19
Item 1.	Legal Proceedings	21	19
Item 1A.	Risk Factors	21	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21	19
Item 3.	Defaults Upon Senior Securities	21	19
Item 4.	Mine Safety Disclosures	21	19
Item 5.	Other Information	21	19
Item 6.	Exhibits	22	20
	Signatures	23	21

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TREES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024 (unaudited)			December 31, 2023
	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Assets
Current assets
Cash and cash equivalents	$	~~414~~383,~~225~~029		$	969,676
Accounts receivable, net of allowance of $41,000 and $42,000, respectively		81,455			111,863
Accounts receivable, net of allowance of $53,098 and $42,000, respectively		191,441			111,863
Inventories, net		~~801~~1,~~022~~020,306			860,918
Prepaid expenses and other current assets		~~394~~197,~~086~~758			411,911
Total current assets		1,~~690~~792,~~788~~534			2,354,368
Right-of-use operating lease asset		1,~~866~~724,~~226~~897			1,979,833
Property and equipment, net		1,~~355~~277,~~424~~900			1,395,104
Intangible assets, net		1,~~507~~377,~~465~~440			1,637,491
Goodwill		15,880,097			15,880,097
Total assets	$	22,~~300~~052,~~000~~868		$	23,246,893
Liabilities and Stockholders’ Equity (Deficit)
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	2,~~814~~522,~~450~~589		$	2,617,536
Interest payable		1,~~823~~961,~~447~~350			1,570,077
Income tax payable		~~529~~1,~~748~~719,835			392,765
Operating lease liability, current		~~849~~843,~~686~~229			846,201
Finance lease liability, current		7984,~~259~~746			205,400
Accrued stock payable		60,900			60,900
Accrued dividends		123,900			106,200
Warrant derivative liability		~~3,223~~—			4,716
Accrued legal fees		9072,000			102,000
Notes payable - current		~~990~~157,~~067~~763			1,092,382
Contingent Earnout Liability		~~469,907~~—			367,056
Total current liabilities		7,~~834~~546,~~587~~312			7,365,233
Operating lease liability, non-current		1996,~~106,199~~525			1,218,392
Finance lease liability, non-current		~~610~~586,~~238~~722			501,248
Notes payable - non-current (net of unamortized discount)		1315,~~993~~037,~~311~~637			14,013,861
Total liabilities		2324,~~554~~167,~~335~~196			23,098,734
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 6)
Stockholders’ equity (deficit)
Preferred stock, no par value; 5,000,000 and 5,000,000 shares authorized; 1,180 and 1,180 issued and outstanding, respectively		1,073,446			1,073,446
Common stock, $0.001 par value; 200,000,000 and 200,000,000 shares authorized; 108,746,520 and 108,746,520 shares issued and outstanding, respectively		108,746			108,746
Additional paid-in capital		99,~~465~~729,~~275~~914			99,450,307
Accumulated deficit		(~~101~~103,~~891~~026,~~802~~434	)		(100,484,340	)
Total stockholders’ equity (deficit)		(12,~~244~~114,~~335~~328	)		148,159
Total liabilities and stockholders’ equity (deficit)	$	22,~~300~~052,~~000~~868		$	23,246,893

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Six months ended
	March 31,
	June 30,						June 30,
	2024			2023			2024			2023
Revenue
Retail sales	$	3,~~685~~689,~~881~~122		$	5,~~110~~079,~~619~~564		$	7,375,003		$	10,190,183
Total revenue		3,685,881			5,110,619
Cultivation sales		—			18,430			—			18,430
Costs and expenses
Total revenue		3,689,122			5,097,994			7,375,003			10,208,613
Cost of sales		2,189,095			3,057,714
Costs and expenses
Selling, general and administrative		1,445,249			2,296,240
Cost of sales		1,687,442			3,230,777			3,876,537			6,288,491
Stock-based compensation		14,968			27,396
Selling, general and administrative		1,333,836			2,485,751			2,779,088			4,781,991
Professional fees		323,573			607,544
Stock-based compensation		—			18,054			14,968			45,450
Depreciation and amortization		190,344			292,842
Professional fees		237,135			543,566			560,708			1,151,110
Total costs and expenses		4,163,229			6,281,736
Depreciation and amortization		216,907			290,579			407,248			583,421
Operating loss		(477,348	)		(1,171,117	)
Total costs and expenses		3,475,320			6,568,727			7,638,549			12,850,463
Other income (expenses)
Operating income (loss)		213,802			(1,470,733	)		(263,546	)		(2,641,850	)
Amortization of debt discount		(120,330	)		(181,677	)
Other income (expenses)
Interest expense		(553,743	)		(449,311	)
Amortization of debt discount		(174,305	)		(220,077	)		(294,635	)		(401,754	)
Gain on derivative liability		1,493			1,307
Interest expense		(457,172	)		(716,728	)		(1,010,915	)		(1,166,039	)
Loss on contingent earnout		(102,851	)		—
Gain on derivative liability		3,223			3,912			4,716			5,219
Total other income (expenses)		(775,431	)		(629,681	)
Gain on contingent earnout		469,907			—			367,056			—
Net loss before income taxes		(1,252,779	)		(1,800,798	)
Loss on sale of assets		—			(2,400	)		—			(2,400	)
Provision for income taxes		136,983			85,736
Other income		—			369,871			—			369,871
Net loss	$	(1,389,762	)		(1,886,534	)
Total other income (expenses)		(158,347	)		(565,422	)		(933,778	)		(1,195,103	)
Accrued preferred stock dividend		(17,700	)		(17,700	)
Net income (loss) from operations before income taxes		55,455			(2,036,155	)		(1,197,324	)		(3,836,953	)
Net loss attributable to common stockholders	$	(1,407,462	)		(1,904,234	)
Provision for income taxes		(1,190,087	)		—			(1,327,070	)		(85,736	)
Per share data - basic and diluted
Loss from operations		(1,134,632	)		(2,036,155	)		(2,524,394	)		(3,922,689	)
Net loss attributable to common stockholders per share	$	(0.01	)	$	(0.02	)
Accrued preferred stock dividend		—			—			(17,700	)		(17,700	)
Weighted average number of common shares outstanding		108,746,520			118,664,094
Net loss attributable to common stockholders	$	(1,134,632	)	$	(2,036,155	)	$	(2,542,094	)	$	(3,940,389	)
Basic and diluted loss per common share
Net loss attributable to common stockholders’ per share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)
Basic and diluted weighted average common shares outstanding		108,746,520			118,664,094			108,746,520			118,664,094

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended March 31,
	Six months ended June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(12,~~389~~524,~~762~~394	)	$	(13,~~886~~922,~~534~~689	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount		120,330			181,677
Amortization of debt discount and equity issuance costs		294,635			401,754
Depreciation and amortization		~~190~~356,~~344~~232			~~292~~583,~~842~~421
Non-cash lease expense		113,607			19,421
Amortization of right of use lease assets		51,016			—
Loss (gain) on contingent earnout		102,851			—
Non-cash lease expense		254,936			40,829
Loss (gain) on derivative liability		(1,493	)		(1,307	)
Bad debt expense		12,098			—
Stock-based compensation		14,968			27,396
Loss (gain) on disposal of property and equipment		—			2,400
Loss (gain) on contingent earnout		(367,056	)		—
Loss (gain) on derivative liability		(4,716	)		(5,219	)
Stock-based compensation		14,968			45,450
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		30(91,~~408~~676	)		(2172,~~468~~679	)
Prepaid expenses and other assets		17214,~~825~~153			(320,~~035~~472	)
Inventories		59(159,~~896~~388	)		(~~346~~262,~~453~~574	)
Income taxes		~~136~~1,~~893~~327,070			85,742
Accounts payable, accrued liabilities, and interest payable		~~438~~266,~~284~~328			12,~~148~~243,~~754~~767
Operating lease liabilities		(~~108~~224,~~708~~839	)		—(3,035	)
Net cash used in operating activities		(~~274~~580,~~467~~633	)		(~~502~~883,~~965~~305	)
Cash flows from investing activities
Purchase of property and equipment		(2029,~~638~~994	)		(2410,~~310~~732	)
Acquisition of Station 2 assets		—			(256,582	)
Net cash used in investing activities		(2029,~~638~~994	)		(~~280~~267,~~892~~314	)
Cash flows from financing activities
Payments on notes payable and finance lease		(260,346	)		(339,814	)
Payments on notes payable		(440,840	)		(705,599	)
Net cash (used in) financing activities		(260,346	)		(339,814	)
Payments on finance lease		(35,180	)		(83,647	)
Net (decrease) in cash and cash equivalents		(555,451	)		(1,123,671	)
Proceeds from notes payable		500,000			—
Net cash (used in) provided by financing activities		23,980			(789,246	)
Net decrease in cash and cash equivalents		(586,647	)		(1,939,865	)
Cash and cash equivalents, beginning of period		969,676			2,583,833
Cash and cash equivalents, end of period	$	~~414~~383,~~225~~029		$	1643,~~460,162~~968
Supplemental schedule of cash flow information
Cash paid for interest	$	—615,974		$	28673,~~425~~695
Cash paid for taxes	$	—6,319		$	6
Non-cash investing & financing activities
Operating lease right-of-use asset obtained in exchange for new operating lease liabilities	$	—		$	348,825
Non-cash debt issuance for acquisition of Station 2 assets	$	—		$	333,953
Issuance of accrued stock		17,700			17,700
Accrued dividends	$	17,700		$	17,700
Non-cash extinguishment of debt for Trees MLK Assets	$	264,639		$	—

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

	For the three months ended March 31, 2024
	For the three months ended June 30, 2024
	Preferred Stock				Common Stock				Additional ~~Paid-~~		~~Accumulated~~
	Shares	~~Shares~~	Amount	~~Amount~~	Shares	~~Shares~~	Amount	~~Amount~~	Paid-in Capital	~~in Capital~~	Accumulated Deficit	~~Deficit~~		Total	~~Total~~
January 1, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,450,307	$	(100,484,340	)	$	148,159
April 1, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,465,275	$	(101,891,802	)	$	(1,244,335	)
Share-based compensation		—		—		—		—		~~14,968~~—		—			~~14,968~~—
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Capital contribution related to the forgiveness of the Trees MLK Note		—		—		—		—		264,639		—			264,639
Net loss		—		—		—		—		—		(1,~~389~~134,~~762~~632	)		(1,~~389~~134,~~762~~632	)
March 31, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,465,275	$	(101,891,802	)	$	(1,244,335	)
June 30, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,729,914	$	(103,026,434	)	$	(2,114,328	)

	For the three months ended March 31, 2023
	For the three months ended June 30, 2023
	Preferred Stock				Common Stock				Additional ~~Paid-~~		~~Accumulated~~
	Shares	~~Shares~~	Amount	~~Amount~~	Shares	~~Shares~~	Amount	~~Amount~~	Paid-in Capital	~~in Capital~~	Accumulated Deficit	~~Deficit~~		Total	~~Total~~
January 1, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,598,761	$	(93,384,382	)	$	6,406,489
April 1, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,626,157	$	(95,288,616	)	$	4,529,651
Share-based compensation		—		—		—		—		2718,~~396~~054		—			2718,~~396~~054
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Net loss		—		—		—		—		—		(2,036,155	)		(2,036,155	)
Net loss		—		—		—		—		—		(1,886,534	)		(1,886,534	)
June 30, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,644,211	$	(97,324,771	)	$	2,511,550
March 31, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,626,157	$	(95,288,616	)	$	(4,529,651	)

	For the six months ended June 30, 2024
	Preferred Stock				Common Stock				Additional
	Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
January 1, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,450,307	$	(100,484,340	)	$	148,159
Share-based compensation		—		—		—		—		14,968		—			14,968
Capital contribution related to the forgiveness of the Trees MLK Note		—		—		—		—		264,639		—			264,639
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Net loss		—		—		—		—		—		(2,524,394	)		(2,524,394	)
June 30, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,729,914	$	(103,026,434	)	$	(2,114,328	)

	For the six months ended June 30, 2023
	Preferred Stock				Common Stock				Additional
	Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
January 1, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,598,761	$	(93,384,382	)	$	6,406,489
Share-based compensation		—		—		—		—		45,450		—			45,450
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Net loss		—		—		—		—		—		(3,922,689	)		(3,922,689	)
June 30, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,644,211	$	(97,324,771	)	$	2,511,550

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. NATURE OF OPERATIONS, HISTORY, AND PRESENTATION

Nature of Operations

TREES Corporation, a Colorado Corporation (the “Company,” “we,” “us,” or “our,”) is a cannabis retailer and cultivator in the States of Colorado and Oregon.

We presently operate six (6) cannabis dispensaries as follows:

●

Englewood, Colorado

5005 S Federal Boulevard – Recreational license only

●

Denver, Colorado

East Hampden Avenue (formerly Green Man) – Recreational license only

●

Longmont, Colorado

12626 N. 107^th Street (formerly Green Tree/Ancient Alternatives) – Medical and Recreational licenses

●

Three (3) in Oregon

SW Corbett Avenue, Portland, OR – Medical and Recreational licenses

NE 102^nd Avenue, Portland, OR – Medical and Recreational licenses

7050 NE MLK, Portland, OR – Medical and Recreational licenses

We also operate two (2) cultivation facilities in Colorado as follows:

●

SevenFive Farm – 3705 N. 75^th Street, Boulder – Retail cultivation license only

●

6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The condensed consolidated balance sheet for the year ended December 31, 2023, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023, which were included in the annual report on Form 10-K filed by the Company on April 10, 2024.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the ~~three~~ six months ended ~~March~~June 3130, 2024, are not necessarily indicative of the operating results for the year ending December 31, 2024, or any other interim or future periods. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies.

Reclassifications

Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable.

Customer and Revenue Concentrations – Cultivation Segment

During the three months ended ~~March~~June 3130, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 8881% of SevenFive’s revenue was with ~~three~~two customers, respectively. During the six months ended ~~Three~~June 30, 2024 and 2023, 100% of ~~the~~SevenFive’s ~~customers~~revenue was with ~~sales~~three incustomers ~~the~~and ~~three~~77% ~~months~~of ~~ended~~SevenFive’s ~~March~~revenue 31was with two customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

During the three months ended ~~March~~June 3130, 2024 and 2023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 90% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with ~~three~~four customers, respectively. During the six months ended June 30, 2024 and 882023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 83% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

Basic and Diluted Loss Per Share

The company presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares as their effect is anti-dilutive.

The calculation of basic and diluted net income (loss) per share is as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
Loss Per Share:
Net Loss	$	(1,134,632	)	$	(2,036,155	)	$	(2,542,094	)	$	(3,940,389	)
Denominator:
Weighted-Average common shares outstanding		108,746,520			118,664,094			108,746,520			118,664,094
Basic net income (loss) per share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)

Potentially dilutive securities excluded from the basic and diluted net income per share are as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Convertible Debt		33,750,000		24,107,143		33,750,000		24,107,143
Warrants to purchase common stock		40,518,462		31,804,686		43,363,476		24,013,547
Options to purchase common stock		4,561,825		4,973,825		4,561,825		4,973,825
		78,830,287		60,885,654		81,675,301		53,094,515

Going Concern

WeThe ~~incurred~~accompanying ~~net~~unaudited ~~losses~~condensed consolidated financial statements have been prepared on the basis of $1continuity of operations,~~389~~ realization of assets,~~762~~ ~~during~~and the satisfaction of liabilities and commitments in the ~~three~~ordinary ~~months~~course ~~ended~~of ~~March~~business. The ~~31,~~Company ~~2024~~has incurred recurring losses and negative cash flows from operations since inception and have primarily funded its operations with proceeds from the issuance of debt and equity. The Company incurred a net loss of $12,~~886~~524,~~534~~394 and lost $580,632 in cash from operations during the ~~three~~six months ended ~~March~~June 3130, ~~2023~~2024, respectively, and had an accumulated deficit of $~~101~~103,~~891~~026,~~802~~ 434 as of ~~March~~June 3130, 2024. We had cash and cash equivalents of $~~414~~383,~~225~~029 ~~and $969,676~~ as of ~~March~~June 3130, 2024. The Company expects our operating losses to continue into the foreseeable future as we continue to execute our acquisition and ~~December~~growth 31strategy. As a result, The Company has concluded ~~2023,~~that ~~respectively~~there is substantial doubt about its ability to continue as a going concern. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The ~~accompanying~~Company’s ~~unaudited~~ability ~~condensed~~to ~~consolidated financial~~continue ~~statements~~as ~~have~~a ~~been~~going ~~prepared~~concern ~~on the~~is ~~basis of continuity of operations, realization of assets, and the satisfaction of~~dependent ~~liabilities~~upon ~~and commitments~~its inability ~~the~~to ~~ordinary~~raise ~~course~~additional ofcapital ~~business. We~~to ~~have~~fund ~~incurred~~operations, ~~recurring~~support ~~losses~~our ~~and~~planned ~~negative~~investing ~~cash flows from~~activities, ~~operations~~and ~~since~~repay ~~inception~~its ~~and~~debt ~~have~~obligations ~~primarily~~as ~~funded~~they ~~our~~become ~~operations~~due. ~~with proceeds~~If ~~from~~ the ~~issuance~~Company ofis ~~debt~~unable ~~and~~to ~~equity.~~obtain ~~We expect~~additional ~~our~~funding, ~~operating losses to continue into~~ the ~~foreseeable~~Company ~~future~~would asbe weforced ~~continue~~ to ~~execute~~delay, ~~our acquisition and growth strategy. As a result~~reduce, weor ~~have~~eliminate ~~concluded~~some ~~that~~or ~~there~~all isof ~~substantial doubt about~~ our ~~ability to continue as a going concern. Our unaudited condensed~~acquisition ~~consolidated~~efforts, ~~financial~~which ~~statements~~could doadversely ~~not~~affect ~~include~~its ~~any~~growth ~~adjustments that might result from the outcome of this uncertainty~~plans.

Our ability to continue as a going concern is dependent upon our ability to raise additional capital to fund operations, support our planned investing activities, and repay our debt obligations as they become due. If we are unable to obtain additional funding, we would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect our growth plans.

Summary of Significant Accounting Policies

See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies.

Recently Issued Accounting Standards

The Company ~~has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company~~ does not believe that there are any ~~other~~ new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or or results of operations.

NOTE 2. INVENTORIES~~, NET~~

Our inventories consisted of the following:

	March 31,		December 31,
	June 30,		December 31,
	2024		2023
Raw materials	$	~~264,744~~—	$	351,241
Work-in-progress and finished goods		~~536~~1,~~278~~020,306		509,677
Inventories, net	$	801,022	$	860,918
Inventories	$	1,020,306	$	860,918

NOTE 3. LEASES

The Company’s leases consist primarily of ~~real~~ real estate leases for retail and cultivation facilities. All but one of the Company’s leases are classified as operating leases. ~~The~~ The lease for the retail dispensary acquired in the Green Man transaction is classified as a finance lease. The current and non-current ~~portions~~ portions of the operating lease liabilities and finance lease liabilities are disclosed separately on the accompanying ~~consolidated~~condensed balance sheets. The finance lease ROU asset is included in property and equipment, net and the operating lease ROU asset is disclosed separately on the accompanying ~~consolidated~~condensed balance sheets. As the rate implicit in the Company’s leases is not readily determinable, we used an estimated incremental borrowing rate of 20% in determining the present value of lease payments.

~~Operating~~The operating lease expense for the three and six months ended June 30, 2024, and June 30, 2023, is as follows:

For the three months ended March 31,	2024		2023
	For the three months ended June 30,				For the six months ended June 30,
Straight-line operating lease expense	$	217,024	$	393,265
	2024		2023		2024		2023
Variable lease cost		53,610		202,826
Straight-line operating lease expense	$	245,554	$	338,463	$	462,578	$	731,728
Total operating lease expense	$	270,634	$	596,091
Variable lease cost		51,016		255,348		104,626		458,174
Total operating lease expense	$	296,570	$	593,811	$	567,204	$	1,189,902

The finance lease expense for the three months ended ~~March~~June 3130, 2024, and ~~March~~June 3130, 2023, was approximately $41,824 and $41,823, respectively. The finance lease expense for the six months ended June 30, 2024, and June 30, 2023 was approximately $5083,~~000~~647 and $83,647, respectively.

Related party leases

~~During~~As of ~~the~~June ~~three months ended March 31~~30, 2024, one of the Company’s operating leases, a cultivation facility lease, is a related party lease as the landlord is a principal shareholder and former board member of the Company. ~~During the three months ended March 31, 2024, the related party operating leases consisted of one cultivation facility lease.~~ As of ~~March~~June 3130, 2024, the ROU asset, operating lease liability, current, and operating lease liability, non-current for the related party leases were $~~119~~94,~~034~~816, $~~120~~110,000 and ($310,~~637~~581), respectively. For the three ~~Lease~~months ended June 30, 2024 and 2023, the total lease expense for related party leases was $30,000 and $127,790, ~~for~~respectively. For the six ~~three~~ months ended ~~March~~June 3130, 2024 and 2023, the total lease expense for related party leases was $60,000 and $255,580, respectively.

As of March 31, 2024, the weighted average remaining term of the Company’s operating leases is 4.85 years, and the remaining term on the finance lease is 8.75 years.

None of the Company’s leases contain residual value guarantees or restrictive covenants.

Lease Maturities

Future remaining minimum lease payments on our operating leases and finance lease are as follows:

Year ending December 31,	Operating leases			Finance lease
2024 (remaining nine months)	$	686,642		$	154,050
2024 (remaining six months)	$	425,189		$	102,700
2025		~~708~~780,439			171,043
2026		452,948			136,940
2027		302,095			143,102
2028		245,456			149,542
Thereafter		667,154			668,558
Total		32,~~134~~873,~~734~~281			1,~~423~~371,~~235~~885
Less: Present value adjustment		(1,~~178~~033,~~849~~527	)		(~~733~~700,~~738~~417	)
Lease liability		1,~~955~~839,~~885~~754			~~689~~671,~~497~~468
Less: Lease liability, current		(~~849~~843,~~686~~229	)		(7984,~~259~~746	)
Lease liability, non-current	$	1996,~~106,199~~525		$	~~610~~586,~~238~~722

The total remaining lease payments in the table above include $772,051 related to renewal option periods that management is reasonably certain will be exercised. The majority of this amount relates to the flagship Trees location in Englewood, Colorado.

As of ~~March~~June 3130, 2024, the weighted average remaining term of the Company’s operating leases is 4.8475 years, and the remaining term on the finance lease is 8.755 years.

None of the Company’s leases contain residual value guarantees or restrictive covenants.

Supplemental cash flow information

For the three months ended March 31,	2024		2023
For the six months ended June 30,	2024		2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability	$	~~270~~567,~~634~~204	$	~~373~~701,~~840~~661
Cash paid for amounts included in finance lease liability	$	4183,~~823~~647	$	50100,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities	$	—	$	348,825

NOTE 4. ACCRUED STOCK PAYABLE

The following tables summarize the changes in accrued common stock payable:

			Number of
	Amount		Shares
Balance as of December 31, 2022	$	60,900		100,000
Stock issued		—		—
Balance as of December 31, 2023	$	60,900		100,000
Stock issued		—		—
Balance as of March 31, 2024	$	60,900		100,000
Balance as of June 30, 2024	$	60,900		100,000

The outstanding balance of accrued stock payable as of March 31, 2024 relates to a February 18, 2020 grant of 100,000 fully vested shares for consulting services. Based on a stock price of $0.61 on the date of grant, the consultant will receive $60,900 worth of our Common Stock. As of March 31, 2024, none of the stock had been issued.8

The outstanding balance of accrued stock payable as of June 30, 2024 relates to a February 18, 2020 grant of 100,000 fully vested shares for consulting services. Based on a stock price of $0.61 on the date of grant, the consultant will receive $60,900 worth of our Common Stock. As of June 30, 2024, none of the stock had been issued.

NOTE 5. NOTES PAYABLE

Our notes payable consisted of the following:

	March 31, 2024									December 31, 2023
	June 30, 2024									December 31, 2023
	Third-party			Related-party			Total			Third-party			Related-party			Total
2022 12% Notes	$	13,167,796			332,204			13,500,000		$	13,167,796		$	332,204		$	13,500,000
Trees Transaction Notes		—			~~264,639~~—			~~264,639~~—			—			326,811			326,811
Green Tree Acquisition Notes		—			~~508~~468,~~476~~333			~~508~~468,~~476~~333			—			562,000			562,000
Green Man Acquisition Notes		1,~~427~~270,~~500~~000			—			1,~~427~~270,~~500~~000			1,555,000			—			1,555,000
Working Capital Note		500,000			—			500,000			500,000			—			500,000
Working Capital Notes		1,000,000			—			1,000,000			500,000			—			500,000
Unamortized debt discount		(1,~~194~~023,~~346~~010	)		(2219,~~891~~923	)		(1,~~217~~042,~~237~~933	)		(1,312,427	)		(25,141	)		(1,337,568	)
Total debt		1314,~~900~~414,~~950~~786			1780,~~082,428~~614			1415,~~983~~195,~~378~~400			13,910,369			1,195,874			15,106,243
Less: Current portion		(~~725~~96,~~428~~363	)		(~~264~~61,~~639~~400	)		(~~990~~157,~~067~~763	)		(605,000	)		(487,382	)		(1,092,382	)
Long-term portion	$	1314,~~175~~318,~~522~~423		$	~~817~~719,~~789~~214		$	1315,~~993~~037,~~311~~637		$	13,305,369		$	708,492		$	14,013,861

Trees Transaction Notes

In January 2022, with the completion of the Trees MLK acquisition, we are obligated to pay the Seller cash equal to $384,873 in equal monthly installments over a period of 24 months. As of ~~March~~June 3130, 2024 and 2023, the debt balance of this note was ~~$264,639~~nil and $224,~~508.96~~509, respectively. During the year, the Trees MLK Seller forgave the remaining principal balance $264,639 owed from the Trees MLK acquisition. As the debt holder is also a shareholder of the Company, the effect of this debt forgiveness was accounted for as a capital contribution in paid-in capital.

Green Man Acquisition Notes

In December 2022, with the completion of the Green Man Acquisition, we are obligated to pay the Seller cash equal to $1,500,000 in equal monthly installments over a period of 18 months. The payments begin in December 2023 and the payment is equal to $83,333 per month. The relative fair value of this obligation resulted in a debt discount of $275,154. We recorded amortization of debt discount expense from this obligation of $3136,~~146~~656 and $3738,~~250~~379 for the three months ended ~~March~~June 3130, 2024 and 2023, respectively, and $67,802 and $75,629 for the six months ended June 30, 2024 and 2023, respectively.

12% Notes – 2023 Modification

On December 15, 2023, the Company entered into Amended and Restated Senior Secured Convertible Notes with certain accredited investors to modify the original terms of the 12% Notes. We recorded amortization of debt discount expense from the 12% Notes of $89117,~~184~~648 and $7677,~~699~~ 551 for the ~~years~~three months ended ~~March~~June 3130, 2024 and 2023, respectively and $206,832 and $154,250 for the six months ended June 30, 2024 and 2023, respectively.

8In addition to the Amended Notes, the Lead Investor agreed to provide an additional $250,000 in a separate note (the “2023 Working Capital Note”) which includes a liquidation preference to recover 1.25x the original investment in the event that the Company commences any dissolution, liquidation, or winding up. At our option, the Lead Investor shall provide up to an additional $250,000, and, in such event, the 2023 Working Capital Note shall have a liquidation preference of 1.5x the original investment, applicable to the full $500,000, in the event that the Company commences any dissolution, liquidation, or winding up. The 2023 Working Capital Note bears interest at 12% per annum and is due and payable on September 15, 2026. As of December 31, 2023, the balance of the Working Capital Note was $500,000, as the Company requested and received the additional $250,000 optional amount.

On June 15^th, 2024 the Lead Investor agreed to provide an additional $250,000 in a separate note (the “2024 Working Capital Note”) which includes a liquidation preference to recover 1.25x the original investment in the event that the Company commences any dissolution, liquidation, or winding up. At our option, the Lead Investor shall provide up to an additional $250,000, and, in such event, the 2024 Working Capital Note shall have a liquidation preference of 1.5x the original investment, applicable to the full $500,000, in the event that the Company commences any dissolution, liquidation, or winding up. The 2024 Working Capital Note bears interest at 12% per annum and is due and payable on September 15, 2026. As of June 30, 2024, the balance of the Working Capital Note was $500,000, as the Company requested and received the additional $250,000 optional amount.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Legal

From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently subject to any material legal proceedings outside the ordinary course of our business.

NOTE 7. STOCKHOLDERS’ EQUITY

2021 Preferred stock dividends

The Company’s Series A Preferred is convertible into 300 shares of common stock per share of Series A Preferred Stock upon the consummation of a capital raise of not less than $5,000,000. Series A Preferred Stock has no par value per share and has the following rights, restrictions, preferences and privileges summarized as follows:

●

Authorized Number of Shares – 5,000

●

Voting Rights – None

●

Dividends – 6% per annum, ‘paid in kind’ in shares of Series A Preferred

● Conversion – Each share of Series A Preferred is mandatorily convertible into 300 shares of Common Stock upon a minimum capital raise of $5,000,000; sale, merger or business combination of the Company; or the Company listing on aan ~~national securities~~ exchange.

●

Redemption – No rights of redemption by 2021 Investors, nor mandatory redemption

As of ~~March~~June 3130, 2024 and December 31, 2023, we have recorded accrued dividends of $123,900 and $106,200, respectively. Dividends were nil for the three months ended June 30, 2024 and 2023 and $17,700 and $17,700 for the ~~three~~six months ended ~~March~~ 31June 30, 2024 and 2023, respectively.

Stock-based compensation

Stock-based Awards

As of ~~March~~June 3130, 2024, the Company has two active plans, the 2020 Omnibus Incentive Plan approved by the Board in November 2020 (“2020 Plan”) and the 2014 Equity Incentive Plan approved by the Board in October 2014 (“2014 Plan” and collectively with the 2020 Plan the “Stock Incentive Plans”) that allow the Board of Directors to grant stock-based awards to eligible employees, non-employee directors, and consultants of the Company and its subsidiaries. Under the Stock Incentive Plans, the Board may grant non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the Stock Incentive Plans is 25 million shares. As of ~~March~~June 3130, 2024, stock-based awards for approximately 17.5 million shares are available to be issued under the Stock Incentive Plans.

Stock Options

The following summarizes Employee Awards activity:

						Weighted-
				Weighted-		Average
				Average		Remaining
	Number of			Exercise Price		Contractual		~~Aggregate~~
	Shares			per Share		Term (in years)		~~Intrinsic Value~~
Outstanding as of December 31, 2023		4,796,825		$	1.0805		42.43	$	~~22,000~~
Granted		—			—		—
Forfeited or expired		—(235,000	)		—1.53		—
Outstanding as of March 31, 2024		4,796,825		$	1.08		4.2	$	22,000
Outstanding as of June 30, 2024		4,561,825		$	1.00		1.94
Exercisable as of March 31, 2024		4,796,825		$	1.08		4.2	$	22,000
Exercisable as of June 30, 2024		4,561,825		$	1.00		1.94

AsThe intrinsic value of ~~March~~the ~~31,~~exercisable ~~2024,~~warrants ~~there~~as ~~was~~of noJune ~~unrecognized compensation~~30, ~~expense~~2024 ~~related~~was ~~to unvested employee awards~~$22,000.

WeAs of ~~recorded~~June ~~nil~~30, in2024, ~~compensation~~there ~~expense~~was ~~for~~no ~~the three~~unrecognized ~~months~~compensation ~~ended~~expense ~~March~~related ~~31,~~to ~~2024~~unvested ~~and~~employee ~~2023, respectively~~awards.

9We recorded nil in compensation expense for the three months ended June 30, 2024 and 2023, respectively and nil in compensation expense for the six months ended June 30, 2024 and 2023, respectively.

Restricted Stock Awards

During the three months ended ~~March~~June 3130, 2024, the Company did not grant any Restricted Stock Units. During the six months ended June 30, 2024, the Company granted 429,630 Restricted Stock Units with a fair value of $28,656 pursuant to the 2020 Omnibus Incentive Plan to directors and an employee (“2024 RSUs”). The 2024 RSUs vest seven years from the grant date, or earlier upon certain triggering events as defined in the agreement, and upon vesting convert into one share of the Company’s common stock. The fair value of the 2024 RSUs is determined based on the closing price of the Company’s common stock on the grant date.

The Company recorded nil and $18,054 in compensation expense during the three months ended June 30, 2024, and 2023, respectively, and $14,968 and $1345,~~894~~450 in compensation expense during the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively. As of ~~March~~June 3130, 2024, none of the RSU’s have vested.

A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below:

			Weighted-
			Average
	Number of		Grant
	Shares		Date Value
Outstanding as of December 31, 2023		2,240,462	$	0.04
Granted		429,630		0.07
Forfeited or expired		—		—
Outstanding as of March 31, 2024		2,670,092	$	0.5
Outstanding as of June 30, 2024		2,670,092	$	0.05

Contingent Earnout Liability

On December 12, 2022, we completed the Green Tree Acquisition which consisted of the acquisition of substantially all of the assets of Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively, the “Green Tree Entities”). We paid cash in the amount of $500,000 and stock consideration of 17,977,528 shares of our Common Stock. The closing price of our Common Stock on December 12, 2022, the date of license transfer, was $0.165 per share, as such, fair value of the equity consideration is $2,966,292. Additionally, we had a potential obligation to issue additional stock consideration up to 4,879,615 shares of our Common Stock on the achievement of certain performance indicators on or before June 12, 2024. In November 2023, the Company transferred a majority of the Green Tree Entities back to the original owners. Subsequent to this transfer, the aforementioned debt was modified. This liability is included in Notes payable- current and Notes payable- non-current in the accompanying consolidated balance sheets.

The fair value of the contingent earnout liability was $~~469,907~~0 and $367,056 at ~~March~~June 3130, 2024 and December, 31 2023, respectively. The change in fair value in the three months and six months ended ~~March 31~~June 30, 2024 resulted in a ~~loss~~gain on change in fair value of $~~102~~469,~~851~~907 and $367,056, respectively. The contingent earnout liability remained after the Green Tree Acquisition was partially reversed in Q3 2023 and expired in Q2 2024.

NOTE 8. RELATED PARTY TRANSACTIONS

On September 16, 2022, the Company entered into a new consulting agreement with Adam Hershey, its Interim Chief Executive Officer, pursuant to which Mr. Hershey will continue to serve as the Company’s Interim Chief Executive Officer with compensation equal to $200,000 per annum, payable by the Company, monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party. As part of the new consulting agreement, the Company has also agreed to extend warrants to purchase 7,280,007 shares of Common Stock, held by an affiliate of Mr. Hershey, for an additional two years until May 29, 2027. The exercise price and all other terms and conditions of such warrants remain unchanged. We paid $50,000 and $50,000 for the three months ended June 30, 2024 and 2023, respectively, and $100,000 and $100,000 for the six months ended ~~March~~June 3130, 2024 and 2023, respectively.

In February 2023, the Company completed the acquisition of Station 2, LLC’s assets. Station 2, LLC is owned by a board member, who is also a shareholder ~~and an executive-level employee~~ of the Company. This acquisition was subsequently reversed in Q3 of 2023.

The Company currently has a lease agreement with Dalton Adventures, LLC in which the Company leases 17,000 square feet of greenhouse space in Boulder, Colorado for $29,691 a month, of which $27,000 is base rent and $2,691 is property taxes. The base rent decreased to $10,000 per month starting in May 2023. The owner of Dalton Adventures, LLC is a principal shareholder and former board member of the Company. We have incurred $30,000 and $75,~~848~~ 849 in related party lease expense for the three months ended ~~March~~June 3130, 2024 and 2023, respectively, and $60,000 and $151,698 in related party lease expense for the six months ended June 30, 2024 and 2023, respectively. See Note 3 for further discussion of the Company’s obligations associated with related party leases.

NOTE 9. SEGMENT INFORMATION

Our operations are organized into two segments: Retail and Cultivation. All revenue originates, and all assets are located in the United States. Segment information is presented in accordance with ASC 280, “Segments Reporting.” This standard is based on a management approach that requires segmentation based upon our internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. Our financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with GAAP.

Three months ended ~~March~~June 3130,

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	3,~~685~~689,~~881~~122		$	~~248~~344,~~642~~149		$	(~~248~~344,~~642~~149	)	$	3,~~685~~689,~~881~~122
Costs and expenses		(32,~~116~~981,~~260~~932	)		(~~608~~211,~~286~~796	)		~~248~~344,~~642~~149			(32,~~475~~849,~~904~~552	)
Segment operating income	$	~~569~~707,~~621~~190		$	~~(359~~132,~~644~~353	)	$	—			~~209~~839,~~977~~570
Corporate expenses											(1784,~~462,756~~115	)
ERC Credits											—
Net loss from continuing operations before income taxes										$	55,455
Net loss from continuing operations before income taxes										$	(1,252,779	)

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	5,110,619		$	684,017		$	(684,017	)	$	5,110,619
Costs and expenses		(4,535,568	)		(1,139,573	)		684,017			(4,991,124	)
Segment operating income	$	575,051		$	(455,556	)	$	—			119,495
Corporate expenses											(1,920,293	)
Net loss from continuing operations before income taxes										$	(1,800,798	)

	March 31,			December 31,
2023	Retail			Cultivation			Eliminations			Total
Total assets	2024			2023
Revenues	$	5,079,564		$	944,830		$	(926,400	)	$	5,097,994
Retail	$	20,017,565		$	20,491,961
Costs and expenses		(5,347,268	)		(1,046,274	)		926,400			(5,467,142	)
Cultivation		1,888,387			1,736,685
Segment operating income	$	(267,704	)	$	(101,444	)	$	—			(369,148	)
Corporate		394,048			1,018,247
Corporate expenses											(1,667,007	)
Total assets – segments		22,300,000			23,246,893
Net loss from continuing operations before income taxes										$	(2,036,155	)
Intercompany eliminations		—			—
Total assets – consolidated	$	22,300,000		$	23,246,893

11Six months ended June 30,

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	7,375,003			592,791			(592,791	)		7,375,003
Costs and expenses		(6,098,192	)		(820,082	)		592,791			(6,325,483	)
Segment operating income	$	1,276,811		$	(227,291	)	$	—			1,049,520
Corporate expenses											(2,246,844	)
Net loss from continuing operations before income taxes										$	(1,197,324	)

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	10,190,183		$	1,628,847		$	(1,610,417	)	$	10,208,613
Costs and expenses		(9,882,836	)		(2,185,847	)		1,610,417			(10,458,266	)
Segment operating income	$	307,347		$	(557,000	)	$	—			(249,653	)
Corporate expenses											(3,587,300	)
Net loss from continuing operations before income taxes										$	(3,836,953	)

	June 30,		December 31,
Total assets	2024		2023
Retail	$	19,504,130	$	20,491,961
Cultivation		1,987,481		1,736,685
Corporate		561,257		1,018,247
Total assets – segments		22,052,868		23,246,893
Intercompany eliminations		—		—
Total assets – consolidated	$	22,052,868	$	23,246,893

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is intended to provide an understanding of our financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. This discussion should be read in conjunction with the Condensed Consolidated Unaudited Financial Statements contained in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related notes and MD&A appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2023. The results of operations for an interim period may not give a true indication of results for future interim periods or for the year.

Cautionary Statement Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q, including the financial statements and related notes, contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended. We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date of this Quarterly Report on Form 10-Q.

When this report uses the words “we,” “us,” or “our,” and the “Company,” they refer to TREES Corporation (formerly, “General Cannabis Corp”).

Our Products, Services, and Customers

TREES Corporation is a cannabis retailer and cultivator in the States of Colorado and Oregon.

We presently operate six (6) cannabis dispensaries as follows:

●

Englewood, Colorado

5005 S. Federal Boulevard – Recreational license only

●

Denver, Colorado

East Hampden Avenue (formerly Green Man) –Recreational license only

●

Longmont, Colorado

12626 N. 107^th Street (formerly Green Tree/Ancient Alternatives) – Medical and Recreational licenses

●

Three (3) in Oregon

SW Corbett Avenue, Portland, OR – Medical and Recreational licenses

NE 102^nd Avenue, Portland, OR – Medical and Recreational licenses

7050 NE MLK, Portland, OR – Medical and Recreational licenses

We also operate two (2) cultivation facilities in Colorado as follows:

●

SevenFive Farm – 3705 N. 75^th Street, Boulder – Retail cultivation license only

●

6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only

Our principal business model is to acquire, integrate and optimize cannabis companies in the retail and cultivation segments utilizing the combined experience of entrepreneurs and synergistic operations of our vertically integrated network. During the three months ended ~~March 31~~June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 8881% of SevenFive’s revenue was with ~~three~~two customers, respectively. ~~Three~~During the six months ended June 30, 2024 and 2023, 100% of ~~the~~SevenFive’s ~~customers~~revenue was with ~~sales~~three customers and 77% inof ~~the~~SevenFive’s ~~three~~revenue ~~months~~was ~~ended~~with ~~March~~two 31customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

Results of Operations

The following tables set forth, for the periods indicated, statements of operations data. The tables and the discussion below should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto in this report.

	Three months ended March 31,									Percent
	Three months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	3,~~685~~689,~~881~~122		$	5,~~110~~097,~~619~~994		$	(1,~~424~~408,~~738~~872	)		(28	)%
Costs and expenses		(43,~~163~~475,~~229~~320	)		(6,~~281~~568,~~736~~727	)		23,~~118~~093,~~507~~407			(3447	)%
Other expense		(~~775~~158,~~431~~347	)		(~~629~~565,~~681~~422	)		~~(145~~407,~~750~~075	)		23(72	)%
Net Loss before income taxes	$	(1,252,779	)	$	(1,800,798	)	$	548,019			(30	)%
Net Gain (Loss) before income taxes	$	55,455		$	(2,036,155	)	$	2,091,610			103	%

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	7,375,003		$	10,208,613		$	(2,833,610	)		(28	)%
Costs and expenses		(7,638,549	)		(12,850,463	)		5,211,914			(41	)%
Other expense		(933,778	)		(1,195,103	)		261,325			(22	)%

Net Loss before income taxes	$	(1,197,324	)	$	(3,836,953	)	$	2,639,629			(69	)%

Revenues

The reversal of the acquisition of a portion of the Green Tree assets, which were returned in Q3 2023, contributed to the decrease in revenues and expenses for the three months ended ~~March~~ 31June 30, 2024 compared to ~~March~~June 3130, 2023, and for the six months ended June 30, 2024 and June 30, 2023, respectively.

Costs and expenses

	Three months ended March 31,							Percent
	Three months ended June 30,							Percent
	2024		2023		Change			Change
Cost of sales	$	21,~~189~~687,~~095~~442	$	3,~~057~~230,~~714~~777	$	(~~868~~1,~~619~~543,335	)		(2848	)%
Selling, general and administrative		1,~~445~~333,~~249~~836		2,~~296~~485,~~240~~751		(~~850~~1,~~991~~151,915	)		(3746	)%
Stock-based compensation		~~14,968~~—		2718,~~396~~054		(1218,~~428~~054	)		(45100	)%
Professional fees		~~323~~237,~~573~~135		~~607~~543,~~544~~566		(~~283~~306,~~971~~431	)		(4756	)%
Depreciation and amortization		~~190~~216,~~344~~907		~~292~~290,~~842~~579		(~~102~~73,~~498~~672	)		(3525	)%
	$	43,~~163~~475,~~229~~320	$	6,~~281~~568,~~736~~727	$	(23,~~118~~093,~~507~~407	)		(3447	)%

~~Cost of sales decreased for three months ended March 31, 2024, as compared to March 31, 2023 due to the reversal of the acquisition of a portion of the Green Tree assets.~~15

Selling, general and administrative expense decreased for the three months ended March 31, 2024, as compared to March 31, 2023 due to the decreased expenses resulting from the reversal of the acquisition of one dispensary and one cultivation facility in the third quarter of 2023 and one additional dispensary license in the first quarter of 2023, resulting in a decrease in employees and rent expense.

	Six months ended June 30,							Percent
	2024		2023		Change			Change
Cost of sales	$	3,876,537	$	6,288,491	$	(2,411,954	)		(38	)%
Selling, general and administrative		2,779,088		4,781,991		(2,002,903	)		(42	)%
Stock-based compensation		14,968		45,450		(30,482	)		(67	)%
Professional fees		560,708		1,151,110		(590,402	)		(51	)%
Depreciation and amortization		407,248		583,421		(176,173	)		(30	)%
	$	7,638,549	$	12,850,463	$	(5,211,914	)		(41	)%

Cost of sales decreased for three and six months ended June 30, 2024, as compared to June 30, 2023 due to the reversal of the acquisition of a portion of the Green Tree assets.

Selling, general and administrative expense decreased for the three and six months ended June 30, 2024, as compared to June 30, 2023 due to the decreased expenses resulting from the reversal of the acquisition of one dispensary and one cultivation facility in the third quarter of 2023 and one additional dispensary license in the first quarter of 2023, resulting in a decrease in employees and rent expense.

Stock-based compensation included the following:

	Three months ended March 31,							Percent
	Three months ended June 30,							Percent
	2024		2023		Change			Change
Restricted Stock Awards	$	~~14,968~~—	$	1318,~~894~~054	$	1(18,~~074~~054	)		8(100	)%
	$	~~14,968~~—	$	1318,~~894~~054	$	1(18,~~074~~054	)		8(100	)%

Employee awards are issued under our 2020 Omnibus Incentive Plan, which was approved by shareholders on November 23, 2020. Expense varies primarily due to the number of stock options and restricted stock awards granted and the share price on the date of grant. The increase in expense for the three months ended March 31, 2024, as compared to 2023, is due to issuing more restricted stock awards at a higher per unit grant date value in the first quarter of 2024.

	Six months ended June 30,							Percent
	2024		2023		Change			Change
Restricted Stock Awards	$	14,968	$	45,450	$	(30,482	)		(67	)%
	$	14,968	$	45,450	$	(30,482	)		(67	)%

13Employee awards are issued under our 2020 Omnibus Incentive Plan, which was approved by shareholders on November 23, 2020. Expense varies primarily due to the number of stock options and restricted stock awards granted and the share price on the date of grant. The decrease in expense for the three and six months ended June 30, 2024, as compared to June 30, 2023, is due to issuing less restricted stock awards at a higher per unit grant date value in the second quarter of 2024.

Professional fees consist primarily of accounting and legal expenses. Professional fees decreased for the three and six months ended ~~March~~June 3130, 2024 as compared to ~~March~~June 3130, 2023 due to the lack of unusual accounting activity in the first ~~quarter~~and second quarters of 2024 as compared to the 2023 ~~period~~periods.

Depreciation and amortization decreased due to the reversal of the acquisition of a portion of the Green Tree assets and a revaluation of the Green Tree and Green Man acquisitions as of the ~~year~~three and six months ended ~~December~~June 3130, 2024, as compared to June 30, 2023.

Other Expense

	Three months ended March 31,									Percent
	Three months ended June 30,									Percent
	2024			2023			Change			Change
Amortization of debt discount	$	~~120~~174,~~330~~305		$	~~181~~220,~~677~~077		$	(6145,~~347~~772	)		(3421	)%
Interest expense		~~553~~457,~~743~~172			~~449~~716,~~311~~728			~~104~~(259,~~432~~556	)		23(36	)%
(Gain) loss on derivative liability		(13,~~493~~223	)		(13,~~307~~912	)		~~(186~~689	)		14(18	)%
(Gain) loss on contingent earnout		102,851			—			102,851			100	%
Gain on sale of assets		—			2,400			(2,400	)		(100	)%
	$	775,431		$	629,681		$	145,750			23	%
Other (income)		—			(369,871	)		369,871			(100	)%
(Gain) loss on contingent earnout		(469,907	)		—			(469,907	)		100	%
	$	158,347		$	565,422		$	(407,075	)		(72	)%

Amortization of debt discount decreased during the three months ended March 31, 2024, as compared to March 31, 2023 due to the change in outstanding debt related to the Green Tree acquisition reversal. Interest expense increased during the three months ended March 31, 2024, as compared to March 31, 2023, due to the addition of the 12% Notes with an interest rate of 12% in Q3 2022. The gain on warrant derivative liability reflects the change in the fair value of the 2019 Warrants. The loss on contingent earnout reflects the change in the fair value of the Green Tree Contingent Earnout liability.16

Other Expense

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Amortization of debt discount	$	294,635		$	401,754		$	(107,119	)		(27	)%
Interest expense		1,010,915			1,166,039			(155,124	)		(13	)%
(Gain) loss on derivative liability		(4,716	)		(5,219	)		503			(10	)%
Gain on sale of assets		—			2,400			(2,400	)		(100	)%
Other income		—			(369,871	)		369,871			(100	)%
(Gain) loss on contingent earnout		(367,056	)		—			(367,056	)		100	%
	$	933,778		$	1,195,103		$	(261,325	)		(22	)%

Amortization of debt discount decreased during the three and six months ended June 30, 2024, as compared to June 30, 2023 due to the change in outstanding debt related to the Green Tree acquisition reversal. Interest expense decreased during the three and six months ended June 30, 2024, as compared to June 30, 2023, due to the modification of the 12% Notes with an interest rate of 12% in Q4 2023 and a delay in Q2 2023 payments. The gain on warrant derivative liability reflects the change in the fair value of the 2019 Warrants which expired in Q2 2024. The loss on contingent earnout reflects the change in the fair value of the Green Tree Contingent Earnout liability which expired in Q2 2024.

Retail

	Three months ended March 31,									Percent
	Three months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	3,~~685~~689,~~881~~122		$	5,~~110~~079,~~619~~564		$	(1,~~424~~390,~~738~~442	)		(2827	)%
Costs and expenses		(32,~~116~~981,~~260~~932	)		(45,~~535~~347,~~568~~268	)		(12,~~419~~365,~~308~~336	)		(3144	)%
Segment operating income	$	~~569~~707,~~621~~190		$	~~575~~(267,~~051~~704	)	$	(5974,~~430~~894	)		(1364	)%

With the partial reversal of the acquisition of Green Tree in Q3 2023, retail revenue decreased for the three months ended March 31, 2024, compared to March 31, 2023. Costs and expenses also decreased as a result of the partial acquisition reversal.

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	7,375,003		$	10,190,183		$	(2,815,180	)		(28	)%
Costs and expenses		(6,098,192	)		(9,882,836	)		3,784,644			(38	)%
Segment operating income	$	1,276,811		$	307,347		$	969,464			315	%

With the partial reversal of the acquisition of Green Tree in Q3 2023, retail revenue decreased for the three and six months ended June 30, 2024, compared to June 30, 2023. Costs and expenses also decreased as a result of the partial acquisition reversal.

Cultivation

	Three months ended March 31,									Percent
	Three months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	~~248~~344,~~642~~149		$	~~684~~944,~~017~~830		$	(~~435~~600,~~375~~681	)		(64	)%
Costs and expenses		(~~608~~211,~~286~~796	)		(1,~~139~~046,~~573~~274	)		~~(531~~834,~~287~~478	)		(4780	)%
Segment operating loss	$	(359,644	)	$	(455,556	)	$	95,912			(21	)%
Segment operating gain (loss)	$	132,353		$	(101,444	)	$	233,797			230	%

The decrease in revenues for the three months ended March 31, 2024 compared to March 31, 2023, is due to the closure of three cultivations during Q2 2023 and a reduction in grow operations at one of the remaining cultivations facilities in Q1 2023. The decrease in cost and expenses for the three months ended March 31, 2024 compared to March 31, 2023 is attributed is due to the closure of three cultivations during Q2 2023 and a reduction in grow operations at one of the remaining cultivations facilities in Q1 2023. The costs and expense incurred between our dispensaries and cultivation locations are eliminated in consolidation.

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	592,791		$	1,628,847		$	(1,036,056	)		(64	)%
Costs and expenses		(820,082	)		(2,185,847	)		1,365,765			(62	)%
Segment operating loss	$	(227,291	)	$	(557,000	)	$	329,709			(59	)%

14The decrease in revenues for the three and six months ended June 30, 2024 compared to June 30, 2023, is due to the closure of three cultivations during Q2 2023 and a reduction in grow operations at one of the remaining cultivations facilities in Q1 2023. The decrease in cost and expenses for the three and six months ended June 30, 2024 compared to June 30, 2023 is attributed to the closure of three cultivations during Q2 2023 and a reduction in grow operations at one of the remaining cultivations facilities in Q1 2023. The costs and expense incurred between our dispensaries and cultivation locations are eliminated in consolidation.

Liquidity

Sources of liquidity

Our sources of liquidity historically have included the cash exercise of common stock options and warrants, debt, and the issuance of common stock or other equity-based instruments. We anticipate our significant uses of resources will include funding operations.

Sources and uses of cash

We had cash of $~~414~~383,~~225and~~029 and $969,676 as of ~~March 31~~June 30, 2024 and December 31, 2023, respectively. Our cash flows from operating, investing and financing activities were as follows:

	Three months ended March 31,
	Six months ended June 30,
	2024			2023
Net cash used in operating activities	$	(~~274~~580,~~467~~633	)	$	(~~502~~883,~~965~~305	)
Net cash used in investing activities	$	(2029,~~638~~994	)	$	(~~280~~267,~~892~~314	)
Net cash (used in) provided by financing activities	$	~~(260~~23,~~346~~980	)	$	(~~339~~789,~~814~~246	)

Net cash used in operating activities ~~decreased~~ increased in 2024 due to the ~~reversal~~expiration ofand ~~the~~subsequent ~~acquisition~~gain of ~~a portion of~~ the Green Tree ~~assets~~contingent earnout.

Net cash used in investing activities for the ~~three~~ six months ended ~~March~~June 3130, 2024 from ~~March~~June 3130, 2023 decreased as a result of a lack of acquisition activity in 2024.

Net cash used in financing activities for the ~~three~~ six months ended ~~March~~June 3130, 2024 decreased from ~~March~~June 3130, 2023 due to the partial reversal of the acquisition of a portion of the Green Tree assets and the issuance of the 2024 Working Capital Note.

Capital Resources

We had no material commitments for capital expenditures as of ~~March 31~~June 30, 2024. Part of our growth strategy, however, is to acquire operating businesses. We expect to fund such activity through cash on hand, the issuance of debt, common stock, warrants for our common stock or a combination thereof.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net loss calculated in accordance with GAAP, adjusted for discontinued operations, the impact of stock-based compensation expense, acquisition related expenses, non-recurring professional fees in relation to litigation and other non-recurring expenses, depreciation and amortization, amortization of debt discounts and equity issuance costs, loss on extinguishment of debt, interest expense, income taxes and certain other non-cash items. Below we have provided a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, which is net loss.

We believe that the disclosure of Adjusted EBITDA provides investors with a better comparison of our period-to-period operating results. We exclude the effects of certain items when we evaluate key measures of our performance internally and in assessing the impact of known trends and uncertainties on our business. We also believe that excluding the effects of these items provides a more comparable view of the underlying dynamics of our operations. We believe such information provides additional meaningful methods of evaluating certain aspects of our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. This supplemental financial information should be considered in addition to, not in lieu of, our consolidated financial statements.

The following table reconciles Adjusted EBITDA to the most directly comparable GAAP measure, which is net loss.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Actual results may differ from these estimates.

We define critical accounting policies as those that are reflective of significant judgments and uncertainties, and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty.

Business Combinations

Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

Goodwill and Intangibles

Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of ASC No. 350, Intangibles-Goodwill and Other (“ASC No. 350”). ASC No. 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carry value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We test goodwill annually in December, unless an event occurs that would cause us to believe the value is impaired at an interim date. See our Annual Report on Form 10-K for the year ended December 31, 2023, for discussion of the Company’s significant accounting policies.

Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Impairment of Long-lived Assets

We periodically evaluate whether the carrying value of property and equipment has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.

Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and undiscounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.

Debt with Equity-linked Features

We may issue debt that has separate warrants, conversion features, or other equity-linked attributes.

Debt with warrants – When we issue debt with warrants, we treat the warrants as a debt discount, record as a contra-liability against the debt, and amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in capital in our consolidated balance sheets. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statement of operations. The debt is treated as conventional debt.

We determine the value of the non-complex warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the volatility of our stock. For warrants with complex terms, we use the binomial lattice model to estimate their fair value.

Convertible Debt - When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Black-Scholes upon the date of issuance, using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the estimated volatility of our stock.

Modification of Debt - When we change the terms of existing notes payable, we evaluate the amendments under ASC 470-50, Debt Modification and Extinguishment to determine whether the change should be treated as a modification or as a debt extinguishment. This evaluation includes analyzing whether there are significant and consequential changes to the economic substance of the note. If the change is deemed insignificant then the change is considered a debt modification, whereas if the change is substantial the change is reflected as a debt extinguishment.

Equity-based Payments

We estimate the fair value of equity-based instruments issued to employees or to third parties for services or goods using Black-Scholes or the Binomial Model, which requires us to estimate the volatility of our stock and forfeiture rate.

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, judgment and estimates may be required within the revenue recognition process including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer;

●

Step 2: Identify the performance obligations in the contract;

●

Step 3: Determine the transaction price;

●

Step 4: Allocate the transaction price to the performance obligations in the contract; and

●

Step 5: Recognize revenue when the company satisfies a performance obligation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2024, the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures were effective as of ~~March~~June 3130, 2024.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by the Board, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the ~~first~~second quarter of 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, which have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

1820

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

As of the date of this report, there have been no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

1921

ITEM 6. EXHIBITS

Exhibits
10.1		Form of Working Capital Note with issue date of June 15, 2024 (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on June 14, 2024).
10.2		Amended and Restated Working Capital Note dated December 15, 2023 (issue date of June 15, 2024) (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on June 14, 2024).
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2022

SIGNATURES

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.

	TREES CORPORATION
Date: May 14, 2024		/s/ Adam Hershey
Date: August 9, 2024	/s/ Adam Hershey
	Adam Hershey, Interim Chief Executive Officer	~~Adam Hershey, Interim Chief Executive Officer~~
	Principal Executive Officer	~~Principal Executive Officer~~
	/s/ Edward Myers	~~/s/ Edward Myers~~
	Edward Myers, Interim Chief Financial Officer	~~Edward Myers, Interim Chief Financial Officer~~
	Principal Financial and Accounting Officer	~~Principal Financial and Accounting Officer~~

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