UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~December 3031, 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: 000-54231

AMERICANN, INC

(Exact name of registrant as specified in its charter)

Colorado	27-4336843
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1555 Blake Street, Unit 502 Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

(303) 862-9000

(Registrant’s telephone number, including area code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

None	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 such filing requirements for the past 90 days. Yes☑☐ No ☐☑

Indicate by a checkmark whether the registrant has submitted electronically every Interactive Date 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, 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 checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~August~~February 810, ~~2024~~2025, the registrant had 24,391,961 shares of common stock outstanding.

AMERICANN, INC.

FORM 10-Q

TABLE OF CONTENTS

		PAGE NO.
PART I FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements:
	Consolidated Balance Sheets as of June 30, 2024 and September 30, 2023	3
	Consolidated Balance Sheets as of December 31, 2024 and September 30, 20243	F-1
	Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2024 and 2023	4
	Consolidated Statements of Operations for the Three Months Ended December 31, 2024 and 2023	F-2
	Consolidated Statements of Changes in Stockholders' Equity for the Nine Months Ended June 30, 2024 and 2023	5
	Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended December 31, 2024 and 2023	F-3
	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2024 and 2023	6
	Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and 2023	F-4
	Notes to Consolidated Financial Statements	7F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	123
Item 4.	Controls and Procedures	146
PART II OTHER INFORMATION
Item 5.	Other Information	156
Item 6.	Exhibits	156
SIGNATURES		167

~~PART I: FINANCIAL INFORMATION~~2

~~ITEM~~AMERICANN, 1INC. ~~UNAUDITED FINANCIAL STATEMENTS~~

~~AMERICANN,~~CONSOLIDATED ~~INC.~~UNAUDITED BALANCE SHEETS

~~CONSOLIDATED~~Not ~~BALANCE SHEETS~~Reviewed

(UNAUDITED)

	December 31, 2024			September 30, 2024

Assets
Current Assets:
Cash and cash equivalents	$	131,156		$	48,841
Restricted cash		9,967			9,967
Tenant receivable		57,588			57,588
Prepaid expenses and other current assets		107,469			128,226
Current portion of note receivable		171,896			171,896
Total current assets		478,076			416,518

Note receivable		114,598			143,247
Construction in progress		375,507			372,638
Property and Equipment, net		7,466,014			6,492,085
Operating lease - right-of-use asset		1,707,070			6,638,679
Total assets	$	10,141,265		$	14,063,167

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	98,805		$	140,578
Accounts payable - related party		30,000			-
Interest payable (including $21,943 and $8,749 to related parties)		63,984			174,201
Other payables		5,439			9,325
Operating lease liability, short term		4,068			13,201
Note payable - related party		581,646			581,646
Notes payable (net of unamortized discounts of $0)		4,500,000			4,500,000
Total current liabilities		5,283,942			5,418,951

Operating lease liability, long term		1,703,003			4,191,188

Total liabilities		6,986,945			9,610,139

Commitments and contingencies - see Note 6

Stockholders' Equity:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 24,391,961 shares issued and outstanding as of December 31, 2024 and September 30, 2024		2,439			2,439
Additional paid in capital		25,558,362			25,558,362
Accumulated deficit		(22,406,481	)		(21,107,773	)
Total stockholders' equity		3,154,320			4,453,028

Total liabilities and stockholders' equity	$	10,141,265		$	14,063,167

	June 30, 2024			September 30, 2023
Assets
Current Assets:
Cash and cash equivalents	$	210,640		$	1,135,006
Restricted cash		9,967			9,967
Tenant receivable		632,244			103,450
Prepaid expenses and other current assets		27,598			23,415
Current portion of note receivable		67,935			62,116
Total current assets		948,384			1,333,954
Note receivable		286,180			337,884
Construction in progress		371,682			371,682
Property and Equipment, net		6,055,847			6,402,531
Operating lease - right-of-use asset		6,656,310			6,708,843
Total assets	$	14,318,403		$	15,154,894
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	61,246		$	87,247
Accounts payable - related party		-			15,000
Interest payable (including $13,051 and $0 to related parties)		53,736			40,686
Other payables		3,184			6,365
Operating lease liability, short term		12,944			12,204
Note payable - related party		581,646			581,646
Notes payable (net of unamortized discounts of $0)		4,500,000			4,500,000
Total current liabilities		5,212,756			5,243,148
Operating lease liability, long term		4,194,586			4,204,389
Total liabilities		9,407,342			9,447,537
Commitments and contingencies - see Note 6
Stockholders' Equity:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 24,391,961 shares issued and outstanding as of June 30, 2024 and September 30, 2023		2,439			2,439
Additional paid in capital		25,558,362			25,558,362
Accumulated deficit		(20,649,740	)		(19,853,444	)
Total stockholders' equity		4,911,061			5,707,357
Total liabilities and stockholders' equity	$	14,318,403		$	15,154,894

See accompanying notes to consolidated unaudited financial statements.

~~See accompanying notes to unaudited consolidated financial statements.~~F-1

3AMERICANN, INC.

~~AMERICANN,~~CONSOLIDATED ~~INC.~~UNAUDITED STATEMENTS OF OPERATIONS

~~CONSOLIDATED~~Not ~~STATEMENTS OF OPERATIONS~~Reviewed

(unaudited)

	Three months ended December 31,
	2025			2024


Rental income	$	-		$	475,629
Cost of revenues		-			780
Gross profit		-			474,849

Operating expenses:
Advertising and marketing		2,284			281
Professional fees		59,254			111,851
General and administrative expenses		386,401			403,610
Total operating expenses		447,939			515,742

(Loss) from operations		(447,939	)		(40,893	)

Other income (expense):
Interest income		-			7,951
Interest expense		(125,283	)		(125,862	)
Interest expense - related party		(13,195	)		(13,195	)
Loss on lease termination		(712,291	)		-
Total other (expense)		(850,769	)	$	(131,106	)

Net (loss)	$	(1,298,708	)	$	(171,999	)

Basic and diluted (loss) per common share	$	(0.05	)	$	(0.01	)

Weighted average common shares outstanding		24,391,961			24,391,961

	Nine Months Ended June 30,						Three Months Ended June 30,
	2024			2023			2024			2023
Rental income	$	1,102,047			2,066,053		$	172,763			582,881
Cost of revenues		1,170			13,615			390			-
Gross profit		1,100,877			2,052,438			172,373			582,881
Operating expenses:
Advertising and marketing		5,238			6,017			482			646
Professional fees		315,639			277,361			87,676			73,509
General and administrative expenses		1,198,508			1,163,323			416,899			380,060
Total operating expenses		1,519,385			1,446,701			505,057			454,215
(Loss) income from operations		(418,508	)		605,737			(332,684	)		128,666
Other income (expense):
Interest income		34,194			3,374			10,940			578
Interest expense		(372,685	)		(555,669	)		(123,411	)		(185,169	)
Interest expense - related party		(39,297	)		-			(13,051	)		-
Total other income (expense)		(377,788	)		(552,295	)		(125,522	)	$	(184,591	)
Net (loss)/income	$	(796,296	)	$	53,442		$	(458,206	)	$	(55,925	)
Basic and diluted (loss)/income per common share	$	(0.03	)	$	0.00		$	(0.02	)	$	(0.00	)
Weighted average common shares outstanding		24,391,961			24,391,961			24,391,961			24,391,961

See accompanying notes to consolidated unaudited financial statements.

~~See accompanying notes to unaudited consolidated financial statements.~~F-2

4AMERICANN, INC.

~~AMERICANN,~~CONSOLIDATED ~~INC.~~UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

~~CONSOLIDATED~~Not ~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~Reviewed

(unaudited)

	Preferred Stock				Common Stock				Paid In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balances, September 30, 2023		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(19,853,444	)	$	5,707,357
Net loss		-		-		-		-		-		(171,999	)		(171,999	)
Balances, December 31, 2023		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(20,025,443	)	$	5,535,358


Balances, September 30, 2024		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(21,107,773	)	$	4,453,028
Net loss		-		-		-		-		-		(1,298,708	)		(1,298,708	)
Balances, December 31, 2024		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(22,406,481	)	$	3,154,320

	Preferred Stock				Common Stock				Paid In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balances, September 30, 2022		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(19,758,689	)	$	5,802,112
Net income		-		-		-		-		-		22,745			22,745
Balances, December 31, 2022		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(19,735,944	)	$	5,824,857
Net income		-		-		-		-		-		86,622			86,622
Balances, March 31, 2023		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(19,649,322	)	$	5,911,479
Net loss		-		-		-		-		-		(55,925	)		(55,925	)
Balances, June 30, 2023		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(19,705,247	)	$	5,855,554
Balances, September 30, 2023		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(19,853,444	)	$	5,707,357
Net loss		-		-		-		-		-		(171,999	)		(171,999	)
Balances, December 31, 2023		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(20,025,443	)	$	5,535,358
Net loss		-		-		-		-		-		(166,091	)		(166,091	)
Balances, March 31, 2024		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(20,191,534	)	$	5,369,267
Net loss		-		-		-		-		-		(458,206	)		(458,206	)
Balances, June 30, 2024		-	$	-		24,391,961	$	2,439	$	25,558,362	$	(20,649,740	)	$	4,911,061

See accompanying notes to consolidated unaudited financial statements.

~~See accompanying notes to unaudited consolidated financial statements.~~ F-3

5AMERICANN, INC.

~~AMERICANN,~~CONSOLIDATED ~~INC.~~UNAUDITED STATEMENTS OF CASH FLOWS

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~(unaudited)

~~(unaudited)~~Not Reviewed

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2024			2023
Cash flows from operating activities:
Net (loss)/income	$	(~~796~~1,~~296~~298,708	)	$	53(171,~~442~~999	)
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation and amortization		~~346~~98,~~684~~071			~~341~~115,~~355~~562
Amortization of right of use assets		~~52,533~~-			5117,~~848~~452
Amortization of debt discount		-			146,118
Loss on lease termination		712,291			-
Changes in operating assets and liabilities:
Tenant receivable		~~(528,794~~-	)		31(275,~~656~~614	)
Prepaid expenses		(420,~~183~~757	)		~~39,433~~618
Accounts payable and accrued expenses		(2641,~~001~~773	)		(~~113,495~~472	)
Operating lease liability		~~(9,063~~-	)		(82,~~380~~962	)
Accounts payable - related party		~~(15~~30,000	)		(8215,~~500~~000	)
Interest payable		13(110,~~050~~217	)		~~(13~~1,~~278~~356	)
Other payables		(3,~~181~~886	)		(~~604~~6,185	)
Net cash flows (used in)/provided by operations		(970,251	)		445,595
Net cash flows (used in) operations		(593,465	)		(337,244	)
Cash flows from investing activities:
Additions to construction in progress		-			(32,705	)
Purchases of property and equipment		(2,869	)		-
Additions to property and equipment		-			(246,461	)
Payments received on notes receivable		28,649			9,845
Payments received on notes receivable		45,885			34,406
Proceeds received from lease termination		650,000			-
Net cash flows provided by/(used in) investing activities		45,885			(244,760	)
Net cash flows provided by investing activities		675,780			9,845
Cash flows from financing activities:
Net change in cash, cash equivalents, and restricted cash		82,315			(327,399	)
Principal payments on notes payable		-			(150,000	)
Cash, cash equivalents, and restricted cash at beginning of period		58,808			1,144,973
Net cash flows (used in) financing activities		-			(150,000	)
Cash, cash equivalents, and restricted cash at end of period	$	141,123		$	817,574
Net change in cash, cash equivalents, and restricted cash		(924,366	)		50,835
Cash, cash equivalents, and restricted cash at beginning of period		1,144,973			1,351,094
Cash, cash equivalents, and restricted cash at end of period	$	220,607		$	1,401,929
Supplementary Disclosure of Cash Flow Information:
Cash paid for interest	$	~~398~~248,~~932~~178		$	~~422~~137,~~829~~701
Cash paid for income taxes	$	-		$	-

See accompanying notes to ~~unaudited~~ consolidated unaudited financial statements.

6F-4

AMERICANN, INC.

NOTES TO ~~UNAUDITED~~ CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~NOTE~~Not ~~1. NATURE OF BUSINESS AND BASIS OF PRESENTATION~~Reviewed

~~AmeriCann,~~NOTE ~~Inc~~1. ~~("the~~NATURE ~~Company",~~OF ~~“we”,~~BUSINESS ~~“our”~~AND orBASIS ~~"the~~OF ~~Issuer") was organized under the laws of the State of Delaware on June 25, 2010. The Company changed its corporate domicile to Colorado in 2022.~~PRESENTATION

~~The~~AmeriCann, Inc. ("the Company", ~~designs~~“we”, ~~develops~~“our”, ~~leases~~or ~~and~~"the ~~operates~~Issuer") ~~state-~~was organized under the laws of- the~~-art~~ ~~cannabis~~State ~~cultivation~~of Delaware on June 25, ~~processing~~2010. ~~and~~The ~~manufacturing~~Company ~~facilities~~changed its corporate domicile to Colorado in 2022.

The Company's ~~activities~~business ~~are~~plan ~~subject~~is to ~~significant~~design, ~~risks~~develop, lease and ~~uncertainties~~operate ~~including~~ state-of-the-art ~~potential~~cultivation, ~~failure~~processing toand ~~secure~~manufacturing ~~funding~~facilities tofor ~~continue~~licensed ~~its~~cannabis ~~operations~~businesses throughout the United States.

~~Basis~~The ofCompany's ~~Presentation~~activities are subject to significant risks and uncertainties including the potential failure to secure funding to continue its operations.

~~The~~Basis ~~(a) consolidated balance sheet as~~ of September 30, 2023, which has been derived from audited financial statements, and (b) the unaudited financial statements as of and for the three and nine months ended June 30, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on December 22, 2023. In the opinion of management, all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2023 as reported in the Form 10-K have been omitted.Presentation

~~Certain~~The ~~prior~~(a) ~~period~~consolidated ~~amounts~~unaudited balance sheet as of September 30, 2024, which has been derived from unaudited financial statements, and (b) the unaudited financial statements as of and for the three months ended December 31, 2024 and 2023, have been ~~reclassified~~prepared toin ~~conform~~accordance with ~~current~~accounting ~~period~~principles ~~presentation~~generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the unaudited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on January 15, 2025. ~~These~~In ~~reclassifications~~the opinion of management, all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have nobeen ~~impact~~reflected onherein. ~~net~~The ~~income~~results orof ~~loss~~operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the unaudited financial statements for fiscal 2024 as reported in the Form 10-K have been omitted.

~~Significant~~Certain ~~Accounting~~prior ~~Policies~~period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss.

~~Restricted~~Significant ~~Cash~~Accounting Policies

~~The~~Restricted following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows:Cash

	June 30, 2024		September 30, 2023
Cash and cash equivalents	$	210,640	$	1,135,006
Restricted cash		9,967		9,967
Total cash, cash equivalents, and restricted cash shown in the cash flow statement	$	220,607	$	1,144,973

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated unaudited balance sheets that sum to the total of the same such amounts in the consolidated unaudited statements of cash flows:

Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts.

	December 31, 2024		September 30, 2024

Cash and cash equivalents	$	131,156	$	48,841
Restricted cash		9,967		9,967
Total cash, cash equivalents, and restricted cash shown in the cash flow statement	$	141,123	$	58,808

~~Property~~Amounts ~~and~~included ~~Equipment,~~in ~~net~~restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts as well as by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts.

~~Property and equipment are stated at cost. Depreciation of property and equipment begins in the month following the month when the asset is placed into service and is provided using the straight~~F-~~line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property and equipment consist of:~~5

	June 30, 2024			September 30, 2023
Buildings and improvements	$	7,854,548		$	7,854,548
Computer equipment		349,576			349,576
Furniture and equipment		2,764			2,764
Total		8,206,888			8,206,888
Accumulated depreciation		(2,151,041	)		(1,804,357	)
Property and equipment, net	$	6,055,847		$	6,402,531

Not Reviewed

~~Depreciation expense for the nine months ended June 30~~Property, ~~2024~~Plant and ~~June 30, 2023 amounted to $346,684 and $341,355, respectively.~~Equipment

~~Leases~~Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of:

Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method. Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.

	December 31, 2024			September 30, 2024
Land	$	1,072,000		$	-
Buildings and improvements		7,854,548			7,854,548
Computer equipment		349,576			349,576
Furniture and equipment		2,764			2,764
Equipment		551,800			551,800
Total		9,830,688			8,758,688
Accumulated depreciation		(2,364,674	)		(2,266,603	)
Property and equipment, net	$	7,466,014		$	6,492,085

7Depreciation expense for the three months ended December 31, 2024 and 2023 amounted to $98,071 and $115,562, respectively.

Right-of-Use (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. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. 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.Leases

~~Under~~Effective ~~the~~October ~~available~~1, ~~practical expedient~~2019, we ~~account~~adopted ~~for~~Topic ~~the~~842, ~~lease~~Lease ~~and~~Accounting ~~non-lease~~using ~~components~~the aseffective adate ~~single~~method ~~lease component for all classes of underlying assets as both a lessee and lessor~~. ~~Further,~~Under wethis ~~elected a short-term lease exception policy on all classes of underlying assets~~method, ~~permitting~~periods usprior to ~~not~~adoption ~~apply~~remain ~~the~~unchanged. ~~recognition~~We ~~requirements~~determine ofif ~~this~~an ~~standard~~arrangement tois ~~short-term~~a ~~leases~~lease ~~(i.e.~~at ~~leases with terms of 12 months or less)~~inception.

~~Recently~~Right-of-Use ~~Adopted~~(ROU) ~~Accounting~~assets ~~Pronouncements~~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. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. 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.

InUnder ~~June 2016,~~ the ~~FASB~~available ~~issued~~practical ~~ASU No. 2016-13~~expedient, ~~Financial~~we ~~Instruments-Credit~~account ~~Losses~~for ~~(Topic~~the ~~326),~~lease ~~which~~and ~~requires~~non-lease ~~entities~~components toas ~~measure~~a ~~all~~single ~~expected~~lease ~~credit~~component ~~losses~~ for ~~financial~~all ~~assets~~classes ~~held~~of atunderlying ~~the~~assets ~~reporting~~as ~~date~~both ~~based~~a onlessee ~~historical experience, current conditions,~~ and ~~reasonable and supportable forecasts~~lessor. ~~This~~Further, ~~replaces~~we ~~the~~elected ~~existing~~a ~~incurred~~short-term ~~loss~~lease ~~model~~exception ~~and~~policy ison ~~applicable~~all toclasses ~~the measurement~~ of ~~credit~~underlying ~~losses on financial~~ assets, ~~measured~~permitting atus ~~amortized~~to ~~cost.~~not ~~This~~apply ~~may result in~~ the ~~earlier~~ recognition requirements of ~~allowances~~this ~~for~~standard ~~losses.~~to ~~The~~short-term ~~guidance~~leases is(i.e. ~~effective~~leases ~~for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,~~ with ~~early~~terms ~~adoption permitted. The Company adopted the new guidance under ASU 2016-13 in the first quarter~~ of ~~fiscal~~12 ~~year~~months ~~2024,~~or ~~and determined that the impact of the adoption on its financial statements is immaterial~~less).

NOTE 2. GOING CONCERN

The accompanying ~~unaudited~~ consolidated unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $2022,~~649~~406,~~740~~481 and $1921,~~853~~107,~~444~~773 at ~~June~~December 3031, 2024 and September 30, ~~2023~~2024, respectively. These matters, among others, raise substantial doubt about the Company'’s ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management ~~may~~intends to raise additional funds through the sale of its securities ~~or borrowings from third parties~~.

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~NOTE 3. NOTE RECEIVABLE~~F-6

~~Notes~~Not ~~and other receivables as of June 30, 2024 and September 30, 2023, consisted of the following:~~Reviewed

	June 30, 2024			September 30, 2023
Note receivable from BASK, interest rate of 12.0%; monthly principal and interest payments of $8,898, maturing in 2028.		354,115			400,000
		354,115			400,000
Less: Current portion		(67,935	)		(62,116	)
	$	286,180		$	337,884

NOTE 3.

NOTES RECEIVABLE

~~NOTE~~Notes ~~4. NOTES~~and ~~PAYABLE~~other receivables as of September 30, 2024 and 2023, consisted of the following:

Unrelated

	December 31, 2024			September 30, 2024

Note receivable from BASK, interest rate of 0%; monthly principal and interest payments of $14,325, maturing in 2026.	$	286,494		$	315,143
		286,494			315,143

Less: Current portion		(171,896	)		(171,896	)

	$	114,598		$	143,247

OnNOTE ~~August 2, 2019 the Company secured a $~~4~~,000,000 investment from an unrelated third party in the form of a loan~~. ~~The~~NOTES loan was evidenced by a note which bore interest at the rate of 11% per year, was due and payable on August 2, 2022 and was secured by a first lien on Building 1 at the Company’s Massachusetts Cannabis Center (“MCC”).PAYABLE

~~The~~On ~~note~~August ~~holder~~2, ~~also~~2019 ~~received a warrant which allows~~ the ~~holder~~Company tosecured ~~purchase~~a ~~600~~$4,000,000 ~~shares~~investment offrom ~~the~~an ~~Company’s~~unrelated ~~common~~third ~~stock~~party atin athe ~~price~~form of ~~$1.50~~a ~~per share~~loan. The ~~warrant~~loan was ~~to expire~~evidenced onby ~~the~~a ~~earlier~~note ofwhich ~~(i)~~bore ~~August~~interest 2,at ~~2024 or (ii) twenty days after written notice to~~ the ~~holder~~rate ~~that the daily Volume Weighted Average Price~~ of ~~the~~11% ~~Company’s~~per ~~common~~year, ~~stock~~ was atoriginally ~~least~~due ~~$4.00~~and ~~for~~payable ~~twenty~~on ~~consecutive~~August ~~trading~~2, ~~days~~2022 and ~~the~~was ~~average~~secured ~~daily~~by ~~trading~~a ~~volume~~first oflien ~~the~~on ~~Company’s common stock during~~ the ~~twenty~~building ~~trading days was~~ at ~~least~~the ~~150,000~~Massachusetts ~~shares.~~Cannabis ~~The~~Center ~~warrant expired on August 2, 2024~~(“MCC”).

The ~~broker~~note ~~for~~holder ~~the~~also ~~loan~~ received a ~~cash~~warrant ~~commission~~which ofallows ~~$320,000 plus~~the ~~warrants~~holder to purchase 48 600,000 shares of the Company'’s common stock. ~~The warrants are exercisable~~ at a price of $1.50 per share. ~~and~~The ~~expired~~warrant will expire on the earlier of (i) August 2, 2024 or (ii) twenty days after written notice of the holder that the daily Volume Weighted Average Price of the Company’s common stock was at least $4.00 ~~The~~for ~~cash~~twenty ~~commission~~consecutive trading days and the ~~fair~~average ~~value~~daily volume of trades of the ~~warrants~~Company’s ~~amounting~~common tostock ~~$52~~during the twenty trading days was at least 150,~~392 were~~000 ~~recognized~~shares. asThe awarrant ~~discount~~expired toon ~~the~~August ~~note~~2, 2024.

The ~~Company~~broker ~~allocated~~for the ~~proceeds~~loan ~~between~~received ~~the~~a ~~note~~cash ~~and~~commission of $320,000 plus warrants to purchase 48,000 shares of the Company's common stock. The warrants ~~based~~are onexercisable ~~their~~at ~~relative~~a ~~fair~~price ~~values~~of $1.50 per share and expired on August 2, 2024. The ~~relative~~cash commission and the fair value of the ~~600,000~~ warrants ~~was~~amounting to $~~562~~52,~~762~~392 ~~which~~were ~~was~~ recognized as ~~additional paid in capital and~~ a ~~corresponding~~discount ~~debt~~to ~~discount~~the note.

8The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 600,000 warrants was $562,762 which was recognized as additional paid in capital and a corresponding debt discount.

On December 4, 2020, the loan was modified and increased by $500,000 and the maturity ~~date~~ of the loan was extended to August 1, 2023. All other provisions of the original loan ~~remained~~remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $40,000 which was expensed when incurred.

InOn July 31, 2023, the maturity date was further extended to December 1, 2023. On November 30, 2023, the maturity of the loan was extended to January 31, 2024. All other provisions of the previously modified loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $7,500 which was expensed when incurred. On January 31, 2024, the maturity date of the loan was further extended until April 15, 2024. All other provisions of the previously modified loan remain the same. On April 12, 2024, the maturity of the loan was further extended until August 31, 2024. All other provisions of the previously modified loan remain the same. On August 31, 2024, the maturity of the loan for further extended until December 1, 2024, all other provisions of the previously modified loan remain the same. On December 1, 2024, the maturity of the loan was further extended until April 30, 2025, all other provisions of the previously modified loan remain the same.

At ~~June~~December 3031, 2024, the outstanding principal on this note was $4,500,000 and the unamortized debt discount was $0. All debt discounts are being amortized on a straight-line basis over the term of the modified note. Amortization expense related to the debt discounts was $0 and $146,118 for the nine months ended June 30, 2024 and 2023, respectively.

The modified note is secured by a first lien on ~~Building~~the 1building at the Company’s Massachusetts Cannabis Center (“MCC”).

~~BASK. On April~~ F-7, 2016, we signed agreements with BASK. BASK is one of a limited number of organizations that has received a provisional or final registration to cultivate, process and sell medical and adult use cannabis by the Massachusetts Cannabis Control Commission.

~~Pursuant~~Not ~~to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA.~~Reviewed

~~On July 26, 2019, the Company entered into a 15-Year Triple Net lease of Building 1 of the MCC with~~ BASK. The lease commenced on September 1, 2019 and includes an annual base rent of $138,762 and a revenue participation fee equivalent to 15% of BASK’s gross revenues. The BASK tenant receivable balance was $632,244 and $103,450 as of June 30, 2024 and September 30, 2023, respectively.

On ~~May~~April 137, ~~2024~~2016, ~~the~~we ~~Company~~signed ~~and~~agreements with BASK. ~~mutually~~BASK ~~agreed~~is toone ~~modify~~of ~~the~~a ~~lease~~limited ~~effective~~number ~~August~~of ~~31,~~organizations ~~2024.~~that ~~During~~has ~~the~~received ~~last~~a ~~five~~provisional ~~months~~or offinal ~~the~~registration ~~lease~~to ~~effective April 1~~cultivate, ~~2024~~process ~~the~~and ~~new~~sell ~~monthly~~medical ~~payment~~and byadult ~~BASK~~use ~~will~~cannabis beby ~~$57,588~~the ~~per~~Massachusetts ~~month.~~Cannabis ~~See~~Control ~~Note 6~~Commission.

~~Related~~Pursuant ~~Party~~to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA.

~~SCP.~~ On ~~September~~July 3026, 2019, wethe Company entered into ana ~~amended~~15-Year ~~note~~Triple ~~with~~Net ~~Strategic~~lease ~~Capital~~of ~~Partners,~~the ~~LLC~~building ~~(“SCP”),~~at anthe ~~entity~~MCC ~~controlled~~with ~~by Benjamin J~~BASK. ~~Barton,~~The ~~one~~lease ofcommenced ~~our~~on ~~officers~~September ~~and~~1, ~~directors~~2019 and ~~principal~~includes ~~shareholders,~~an inannual ~~the~~base ~~principal~~rent ~~amount~~ of $1138,~~756,646,~~762 ~~bearing~~and ~~interest~~a ofrevenue 9%participation ~~per~~fee ~~year~~equivalent ~~and~~to ~~maturing~~15% onof ~~December~~BASK's ~~31,~~gross ~~2022~~revenues. ~~During~~As ~~the year ended September 30, 2022, the maturity~~ of ~~the note was extended to~~ December 31, ~~2023. In December 2023~~2024, the ~~note~~BASK ~~was~~tenant ~~further~~receivable ~~extended~~balance towas ~~March 31~~$57, ~~2024~~588. InSee ~~March~~Note ~~2024, the note was further extended to August 15, 2024~~6.

~~Accrued~~On ~~interest~~May on13, 2024, the ~~note~~Company ~~was~~and ~~$13,051~~BASK ~~and~~mutually $0agreed atto ~~June~~modify 30the lease effective August 31, 2024. ~~and~~During ~~September~~the 30last five months of the lease effective April 1, ~~2023~~2024 the new monthly payment by BASK will be $57,588 ~~respectively~~per month.

AtTim ~~June~~Keogh, 30our Chief Executive Officer, ~~2024~~was a Board Member of BASK between August 2013 and ~~September~~November 302021. Effective December 1, ~~2023~~2021, ~~the~~BASK ~~outstanding~~was ~~principal~~no onlonger ~~this~~classified ~~note~~as ~~was~~a ~~$581,646~~related party.

~~During~~Related the year ended September 30, 2023, the Company also incurred $180,000 of consulting expenses with SCP and paid $247,500. As of September 30, 2023, $15,000 remained unpaid. During the nine months ended June 30, 2024, the Company incurred $135,000 of consulting expenses with SCP and paid $150,000. As of June 30, 2024, $0 remains outstanding.Party

~~NOTE~~Strategic 5.Capital ~~INCOME/LOSS PER SHARE~~Partners

~~The~~On ~~following~~September ~~table~~30, ~~sets~~2019, ~~forth~~we ~~the~~entered ~~computation~~into ofan ~~basic~~amended ~~and~~note ~~diluted~~with ~~net~~Strategic ~~income~~Capital Partners, LLC (~~loss~~“SCP”), in the principal amount of $1,756,646, bearing interest of 9% per ~~share:~~year and maturing on December 31, 2022. During the year ended September 30, 2022, the maturity of the note was extended to December 31, 2023. In December 2023, the note was further extended to March 31, 2024. In March 2024, the note was further extended to August 15, 2024. On August 14, 2024, the note was further extended to April 15, 2025.

	Three months ended						Nine months ended
	June 30,						June 30,
	2024			2023			2024			2023
Net income (loss) attributable to common stockholders	$	(458,206	)	$	(55,925	)	$	(796,296	)	$	53,442
Basic weighted average outstanding shares of common stock		24,391,961			24,391,961			24,391,961			24,391,961
Dilutive effects of common share equivalents		-			-			-			-
Dilutive weighted average outstanding shares of common stock		24,391,961			24,391,961			24,391,961			24,391,961
Basic and diluted net income (loss) per share of common stock	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	0.00

Accrued interest on the note was $21,943 and $8,749 at December 31, 2024 and September 30, 2024, respectively.

AsAt ofDecember ~~June 30~~31, 2024 weand ~~excluded~~September 130,~~700,000~~ ~~of stock options and 2~~2024,~~148,000~~ ~~of warrants from~~ the ~~computation~~outstanding ofprincipal ~~diluted~~on ~~net~~this ~~income~~note ~~(loss) per share since the intrinsic value of these instruments~~ was ~~zero with the effect being anti-dilutive~~$581,646.

AsDuring ofthe ~~June~~year ended September 30, ~~2023~~2024, wethe ~~excluded~~Company 1incurred $180,~~700,~~000 of ~~stock~~consulting ~~options,~~expenses ~~2,211,650~~with ofSCP ~~warrants~~ and ~~100~~paid $195,000. ~~shares~~As ~~that~~of ~~would~~September be30, ~~issued~~2024, ~~from~~$0 ~~conversion~~remained ofunpaid. ~~outstanding~~During ~~convertible~~the ~~notes~~three ~~from~~months ~~the~~ended ~~computation~~December of31, ~~diluted~~2024 ~~net~~the ~~income~~Company ~~(loss)~~incurred ~~per~~$45,000 ~~share~~of ~~since~~consulting ~~the~~expenses ~~intrinsic~~with ~~value~~SCP of ~~these~~which ~~instruments~~$30,000 ~~was~~remained ~~zero~~outstanding ~~with~~at ~~the~~December ~~effect~~31, ~~being anti-dilutive~~2024.

9The Company leases office space from SCP. Lease expense for office space was $7,500 for the three months ended December 31, 2024 and 2023.

~~NOTE~~SCP 6is controlled by Benjamin J. ~~COMMITMENTS~~ ~~AND~~Barton, ~~CONTINGENCIES~~one of our officers and directors and principal shareholders.

~~Operating~~NOTE ~~Leases~~5. LOSS PER SHARE

~~Office~~The ~~space~~following table sets forth the computation of basic and diluted net loss per share:

The Company leases its office space located at 1555 Blake St., Unit 502, Denver, CO 80202 for $2,500 per month with a lease term of less than 12 months from SCP, a related party. See Note 4.

	Three months ended
	December 31,
	2024			2023


Net income (loss) attributable to common stockholders	$	(1,298,708	)	$	(171,999	)

Basic weighted average outstanding shares of common stock		24,391,961			24,391,961
Dilutive effects of common share equivalents		-			-
Dilutive weighted average outstanding shares of common stock		24,391,961			24,391,961

Basic and diluted net income (loss) per share of common stock	$	(0.05	)	$	(0.01	)

~~Lease expense for office space was $22,500 for the nine months ended June 30, 2024 and 2023.~~F-8

~~Land~~Not Reviewed

OnAs ~~October~~of 17December 31, ~~2016~~2024, ~~the~~we ~~Company~~excluded ~~closed~~1,600,000 ~~the acquisition~~ of ~~the~~stock ~~52.6-acre~~options ~~parcel~~from ofthe ~~undeveloped~~computation ~~land in Freetown, Massachusetts. The property is located approximately 47 miles southeast~~ of ~~Boston.~~diluted ~~The~~net ~~Company~~loss isper ~~developing~~share ~~the~~since ~~property as~~ the ~~Massachusetts~~effects ~~Cannabis~~are ~~Center (“MCC”)~~anti-dilutive. ~~Plans~~As ~~for~~of ~~the~~December ~~property~~30, ~~include~~2023, ~~the~~we ~~construction~~excluded 1,700,000 of ~~sustainable~~stock ~~greenhouse~~options ~~cultivation~~ and ~~processing~~2,148,000 ~~facilities~~of ~~that~~warrants ~~will~~from bethe ~~leased~~computation orof ~~sold~~diluted tonet ~~Registered~~loss ~~Marijuana~~per ~~Dispensaries~~share ~~under~~since the ~~Massachusetts~~effects ~~Medical~~are ~~Marijuana Program~~anti-dilutive.

AsNOTE part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty (50) years6. ~~The~~COMMITMENTS ~~Company~~AND has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.CONTINGENCIES

~~The~~Operating lease payments will be the greater of (a) $30,000 per month; (b) $0.38 per square foot per month for any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease payments will be adjusted up (but not down) every five (5) years by any increase in the Consumer Price Index.Leases

~~Effective~~Office October 1, 2019, the Company adopted Topic 842 and recorded ROU assets and lease liabilities of $6,980,957 and $4,256,869, respectively. As part of the adoption, the prepaid land lease balance of $2,724,088 was classified as a component of the Company’s ROU assets.space

The Company ~~completed~~leases ~~the~~its ~~construction~~office ofspace ~~Building~~located Iat on1555 ~~the~~Blake ~~leased~~St., ~~land~~Unit ~~and on September 1~~502, ~~2019~~Denver, ~~BASK~~CO ~~commenced~~80202 ~~its~~for ~~15-year~~$2,500 ~~sublease~~per ofmonth ~~Building~~with Ia ~~which~~lease ~~includes~~term ~~an annual base rent~~ of ~~$138,762~~less ~~plus~~than ~~15%~~12 ofmonths ~~BASK’s gross revenues~~ from ~~products~~SCP, ~~produced~~a atrelated ~~the MCC~~party. ~~This~~See ~~sublease~~Note ~~income is recorded as Rental income on the Company’s consolidated statements of operations~~4.

OnLease ~~May~~expense ~~13,~~for ~~2024,~~office ~~the~~space ~~Company~~was ~~and BASK mutually agreed to terminate the lease effective August 31~~$7, ~~2024. AmeriCann and BASK have agreed that,~~ 500 for the ~~last~~three ~~five~~ months ofended ~~the~~June ~~lease~~December ~~effective April 1 2024, the new monthly payment by BASK will be $57,588 per month, inclusive of property taxes and Host Community Agreement fees. After August~~ 31, ~~2024~~, AmeriCann intends to operate the building as a regulated cannabis cultivation and manufacturing operator. Bask agreed to transfer to the Company its provisional Cultivation and provisional Product Manufacturing licenses. BASK will receive a credit of $40,000 for each license transferred. Any transfer of licenses is contingent upon approval from the Massachusetts Cannabis Control Commission. An application for the Change of Ownership and Control of the licenses was filed on June 19, 2024. ~~BASK granted the Company the option to purchase any furniture~~ and equipment located in the space currently occupied by BASK. A third-party valuation of the items to be purchased is expected to be finalized by the end of August 2024. In the event the amount of the past due rent exceeds the credit (or credits) for any licenses which may be transferred to the Company by BASK and the value of any furniture or equipment purchased by the Company, the remaining amount, plus the amount remaining due on the promissory note from BASK dated September 30, 2023 ~~will be converted to a promissory note which will be paid in 24 equal monthly installments without interest~~.

As of June 30, 2024, the Company’s right-of-use assets were $6,656,310, the Company’s current maturities of operating lease liabilities were $12,944, and the Company’s noncurrent lease liabilities were $4,194,586. During the nine months ended June 30, 2024, the Company had operating cash flows from operating leases of $256,125.Land

On October 17, 2016, the Company closed on the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The ~~table~~property ~~below~~is ~~presents~~located ~~lease~~approximately ~~related~~47 ~~terms~~miles ~~and~~southeast ~~discount~~of ~~rates~~Boston. The Company is developing the property as the MCC. Plans for the property may include the construction of ~~June~~sustainable ~~30,~~greenhouse ~~2024~~cultivation and processing facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.

	As of June 30, 2024
Weighted average remaining lease term
Operating leases		42.25
Weighted average discount rate
Operating leases		7.9	%

As part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties, LLC (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty (50) years. We have the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

~~The~~Effective ~~reconciliation~~October of1, 2019, the ~~maturities~~Company ofadopted ~~the~~Topic ~~operating~~842 ~~leases~~and torecorded ~~the~~ROU assets and lease liabilities ~~recorded~~of in$6,980,957 ~~the~~and ~~Consolidated~~$4,256,869, ~~Balance~~respectively. ~~Sheet~~As aspart of ~~June~~the 30adoption, ~~2024~~prepaid ~~are~~land lease balance of $2,724,088 was classified as ~~follows:~~a component of the Company’s ROU assets. (See Note 1)

2024		85,375
2025		341,500
2026		341,500
2027		341,500
2028		341,500
Thereafter		12,977,000
Total lease payments		14,428,375
Less: Interest		(10,220,845	)
	$	4,207,530
Less: operating lease liability, current portion		(12,944	)
Operating lease liability, long term	$	4,194,586

The Company completed the construction of the 30,000 square foot building on the leased land and on September 1, 2019, BASK, commenced its 15-year sublease of the building which includes a base rent plus 15% of BASK’s gross revenues.

~~Aggregate~~On ~~rental~~May ~~expense~~13, ~~under~~2024, ~~all~~the ~~leases~~Company ~~totaled~~and ~~$361~~BASK mutually agreed to modify the lease effective August 31,~~031~~ 2024. AmeriCann and BASK have agreed that, for the ~~nine~~last five months ~~ended~~of the lease effective April 1 2024, the new monthly payment by BASK will be $57,588 per month, inclusive of property taxes and Host Community Agreement fees. After August 31, 2024, AmeriCann intends to operate the building as a regulated cannabis cultivation and manufacturing operator. Bask agreed to transfer to the Company its provisional Cultivation and provisional Product Manufacturing licenses. BASK will receive a credit of $40,000 for each license transferred. Any transfer of licenses is contingent upon approval from the Massachusetts Cannabis Control Commission. An application for the Change of Ownership and Control of the licenses was filed on June 3019, 2024. BASK granted the Company the option to purchase any furniture and ~~2023~~equipment located in the space currently occupied by BASK. A third-party valuation of the items to be purchased was completed and valued the assets at $551,800. Additionally, the remaining balance due and the existing promissory note from BASK were converted to a new promissory note which will be paid in 24 equal monthly installments without interest.

By agreement dated November 19, 2024, the Company terminated one of the land leases resulting in the lease payments decreasing from the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company to the greater of (a) $13,407 per month; or (b) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease has an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

~~NOTE 7~~. ~~STOCKHOLDERS’ EQUITY~~

~~Common Stock. There was no common stock activity during the nine months ended June 30, 2024.~~F-9

~~Stock~~Not ~~Options. There was no stock option activity during the nine months ended June 30, 2024.~~Reviewed

~~Stock~~Additionally, ~~option~~the ~~details~~Company ~~are~~will asrelinquish ~~follows~~all rights to the undeveloped portion of the leased property to MMP (approximately 48.3 acres) in exchange for:

					Weighted
			Weighted		Average
			Average		Contractual		Aggregate
	Number of		Exercise		Term		Intrinsic
	Shares		Price		(Years)		Value
Exercisable at September 30, 2023		1,700,000	$	1.94		3.4	$	-
Outstanding as of June 30, 2024		1,700,000	$	1.94		2.7	$	-
Vested and expected to vest at June 30, 2024		1,700,000	$	1.94		2.7	$	-
Exercisable at June 30, 2024		1,700,000	$	1.94		2.7	$	-

●

$650,000 cash; and

~~Stock~~● ~~option-based~~20% ~~compensation~~of ~~expense~~the ~~associated~~net ~~with~~sales ~~stock~~price ~~options~~of ~~was $0 for~~ the ~~nine~~transferred ~~months~~portion ~~ended~~of ~~June~~the ~~30,~~undeveloped ~~2024~~leased ~~and 2023~~property.

~~Warrants.~~The ~~Warrant~~net ~~activity~~sales asprice ofwill ~~and~~be ~~for~~increased by an amount equal to the ~~nine~~Base ~~months~~Rent ~~ended~~paid ~~June~~by 30the Company to MMP under a separate lease covering 4.29 acres from November 19, 2024 isthrough asthe ~~follows:~~date of conveyance of the 4.29 acres to the Company by MMP and decreased by $1,722,000.

					Weighted
			Weighted		Average
			Average		Contractual		Aggregate
	Number of		Exercise		Term		Intrinsic
	Shares		Price		(Years)		Value
Outstanding as of September 30, 2023		2,148,000		1.33		1.13	$	-
Outstanding as of June 30, 2024		2,148,000		1.33		0.38	$	-
Exercisable at June 30, 2024		2,148,000		1.33		0.38	$	-

The description of the terms of the November 19, 2024 agreement between the Company and MMP is qualified in its entirety by the agreement between the Company and MMP filed as Exhibit 10.18 to the Company’s 8-K report filed on December 13, 2024.

~~NOTE~~As 8.of ~~INCOME~~December ~~TAXES~~31, 2024, the Company’s right-of-use assets were $1,707,070, the Company’s current maturities of operating lease liabilities were $4,068 and the Company’s noncurrent lease liabilities were $1,703,003.

WeThe ~~did~~table ~~not~~below ~~record~~presents ~~any~~lease ~~income~~related ~~tax~~terms ~~expense or benefit for the nine months ended June 30, 2024 or 2023. We increased our valuation allowance~~ and ~~reduced~~discount ~~our~~rates ~~net deferred tax assets to zero. Our assessment of the realization of our deferred tax assets has not changed, and~~ as ~~a result we continue to maintain a full valuation allowance for our net deferred tax assets as~~ of ~~June~~December 3031, 2024 ~~and September 30, 2023~~.

As of June 30, 2024, we did not have any unrecognized tax benefits. There were no significant changes to the calculation since September 30, 2023.

	As of December 31, 2024

Weighted average remaining lease term
Operating leases		41.75
Weighted average discount rate
Operating leases		7.9	%

~~NOTE~~The 9.reconciliation ~~SUBSEQUENT~~of ~~EVENTS~~the maturities of the operating leases to the lease liabilities recorded in the Consolidated Unaudited Balance Sheet as of September 30, 2024 are as follows:

None

2025		104,080
2026		138,772
2027		138,772
2028		138,772
2029		138,772
Thereafter		5,131,501

Total lease payments		5,790,669
Less: Interest		(4,083,598	)
	$	1,707,071

Less: operating lease liability, current portion		(4,068	)
Operating lease liability, long term	$	1,703,003

11Aggregate rental expense under all leases totaled $481,375 and $481,375 for the years ended September 30, 2024 and 2023, respectively.

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~F-10

~~The~~Not following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended September 30, 2023 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-KReviewed

~~Forward-Looking~~NOTE ~~Statements~~7. EQUITY

~~The~~Common information in this discussion contains forward-looking statements and information 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, (“the Exchange Act”), which are subject to the “safe harbor” created by those sectionsStock. ~~The~~There ~~words~~was ~~“anticipates,”~~no ~~“believes,”~~common ~~“estimates,”~~stock ~~“expects,”~~activity ~~“intends,”~~during “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the ~~plans,~~three ~~intentions~~months orended ~~expectations~~December ~~disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans~~31, ~~intentions and expectations disclosed in the forward-looking statements that we make~~2024. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

~~OVERVIEW~~Stock Options. There was no stock option activity during the three months ended December 31, 2024.

~~AmeriCann~~Stock ~~designs,~~option ~~develops,~~details ~~leases~~are ~~and~~as operates state-of-the-art cannabis cultivation, processing and manufacturing facilities. AmeriCann’s team includes board members, consultants, engineers and architects who specialize in real estate development, traditional horticulture, lean manufacturing, medical research, facility construction, regulatory compliance, security, marijuana cultivation and genetics, extraction processes, and infused product development.follows:

AmeriCann’s flagship project is the Massachusetts Cannabis Center. The Massachusetts Cannabis Center (“MCC”) is being developed on a 52-acre parcel located in southeastern Massachusetts. AmeriCann’s MCC project is permitted for over 800,000 sq. ft. of cannabis cultivation and processing infrastructure which is being developed in phases to support both the existing medical cannabis and the newly emerging adult-use cannabis marketplace.

					Weighted
			Weighted		Average
			Average		Contractual		Aggregate
	Number of		Exercise		Term		Intrinsic
	Shares		Price		(Years)		Value
Exercisable at September 30, 2024		1,000,000	$	2.25		3.0	$	-
Adjustment (1)		600,000
Outstanding as of December 10, 2024		1,600,000	$	1.97		2.6	$	-
Vested and expected to vest at December 31, 2024		1,600,000	$	1.97		2.6	$	-
Exercisable at December 31, 2024		1,600,000	$	1.97		2.6	$	-

~~The first phase of the project, Building~~ (1,) aOptions ~~30,000~~that ~~square~~were ~~foot~~previously ~~cultivation and processing facility, is~~ fully~~-operational~~ ~~and~~expensed ~~has~~were ~~been~~presented ~~100%~~as ~~leased~~expired byas aof ~~vertically-integrated~~September ~~Massachusetts cannabis company. The lease will expire on August 31~~30, 2024, ~~after~~but ~~which~~were ~~AmeriCann~~not ~~intends~~actually ~~to operate the building as a regulated cannabis cultivation and manufacturing operator~~expired. ~~AmeriCann~~There ~~has~~is ~~generated~~no ~~revenue~~financial ~~through~~statement ~~lease arrangements with the operators and expects to receive revenue from the sale of cannabis products produced in the building~~impact.

~~AmeriCann, through a 100% owned subsidiary, AmeriCann Brands, Inc~~Warrants., ~~has~~Warrant ~~received~~activity ~~two~~as ~~licenses~~of ~~from the Massachusetts Cannabis Control Commission to cultivate cannabis~~ and ~~provide~~for ~~extraction~~the ~~and~~three ~~product~~months ~~manufacturing~~ended ~~support~~December ~~to the entire MCC project~~31, as2024 ~~well~~is as to other licensed cannabis farmers throughout regulated markets. AmeriCann Brands plans to operate in Building 2 at the MCC. In addition to large-scale extraction of cannabis plant material, AmeriCann Brands plans to produce branded consumer packaged goods including cannabis beverages, vaporizer products, edible products, non-edible products and concentrates at the state-of-the-art facility.follows:

AmeriCann may replicate the brands, technology and innovations developed at its MCC project to additional markets.

						Weighted
				Weighted		Average
				Average		Contractual		Aggregate
	Number of			Exercise		Term		Intrinsic
	Shares			Price		(Years)		Value
Outstanding as of September 30, 2024		1,500,000			1.25		0.25	$	-
Expired		(1,500,000	)
Outstanding as of December 31, 2024		-						$	-
Exercisable at December 31, 2024		-						$	-

12NOTE 8. INCOME TAXES

~~SIGNIFICANT~~We ~~ACCOUNTING~~did ~~POLICIES~~not record any income tax expense or benefit for the three months ended December 31, 2024 or 2023. We increased our valuation allowance and reduced our net deferred tax assets to zero. Our assessment of the realization of our deferred tax assets has not changed, and as a result we continue to maintain a full valuation allowance for our net deferred tax assets as of December 31, 2024 and September 30, 2024.

~~Leases~~As of December 31, 2024, we did not have any unrecognized tax benefits. There were no significant changes to the calculation since September 30, 2024.

~~Effective October 1, 2019, we adopted ASC 842, Lease Accounting using the effective date method. We determine if an arrangement is a lease at inception.~~ F-11

~~Right-of-Use~~ITEM ~~(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~~2. ~~Operating~~MANAGEMENT’S ~~lease~~DISCUSSION ~~ROU~~AND ~~assets~~ANALYSIS ~~and~~OF ~~liabilities~~FINANCIAL ~~are~~CONDITION ~~recognized~~AND atRESULTS ~~commencement~~OF date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. 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.OPERATIONS

~~Under~~The ~~the~~following ~~available~~discussion ~~practical~~and ~~expedient,~~analysis weof ~~account~~our ~~for~~financial ~~the~~condition ~~lease~~ and ~~non-lease~~results ~~components~~of asoperations ashould ~~single~~be ~~lease~~read ~~component~~in ~~for~~conjunction ~~all~~with ~~classes~~our ofunaudited ~~underlying~~financial ~~assets~~statements asand ~~both~~related anotes ~~lessee~~included ~~and~~in ~~lessor.~~this ~~Further,~~Quarterly weReport ~~elected~~on aForm ~~short~~10-~~term~~Q ~~lease~~and ~~exception~~the ~~policy~~audited onfinancial ~~all~~statements ~~classes~~and notes thereto as of ~~underlying~~and ~~assets,~~for ~~permitting~~the usyear toended ~~not~~September ~~apply~~30, 2024 and the ~~recognition~~related ~~requirements of~~Management’s ~~this~~Discussion ~~standard~~and toAnalysis ~~short-term~~of ~~leases~~Financial ~~(i.e.~~Condition ~~leases~~and ~~with~~Results ~~terms~~of Operations, both of 12which ~~months~~are orcontained ~~less).~~in our Annual Report on Form 10-K

~~RESULTS~~Forward-Looking ~~OF OPERATIONS~~ Statements

~~Total~~The ~~Revenues~~information in this discussion contains forward-looking statements and information 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, (“the Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

During the three months ended June 30, 2024 and 2023, we generated $172,763 and $582,881 in revenue, respectively. During the nine months ended June 30, 2024 and 2023, we generated $1,102,047 and $2,066,053 in revenue, respectively. The decrease in revenue is due to a lease modification with our tenant that resulted in us receiving less revenue than in prior quarters. The lease agreement with our tenant terminates in August 2024.OVERVIEW

~~Cost~~AmeriCann, Inc. designs, develops, leases and operates state-of-the-art ~~Revenues~~cannabis cultivation, processing and manufacturing facilities.

~~During~~AmeriCann ~~the~~uses ~~three~~greenhouse ~~months~~technology ~~ended~~which ~~June~~is ~~30,~~superior ~~2024~~to ~~and~~the ~~2023,~~current weindustry ~~incurred~~standard ~~$390~~of ~~and~~growing $0cannabis ~~costs~~in ofwarehouse ~~revenue,~~facilities ~~respectively~~under artificial lights. ~~During~~According ~~the~~to ~~nine~~industry ~~months~~experts, ~~ended~~by ~~June~~capturing 30natural sunlight, ~~2024~~greenhouses ~~and~~use ~~2023,~~25 wepercent ~~incurred~~fewer $1lights,~~170~~ and ~~$13,615~~utility ofbills ~~costs~~are ofup ~~revenue.~~to ~~The~~75 ~~increase~~percent inless ~~cost~~than ~~during~~in ~~the~~typical ~~three~~warehouse ~~months~~cultivation ~~ended~~facilities. ~~June~~As 30such, ~~2024~~AmeriCann’s isCanopy ~~due~~System enables cannabis to ~~additional~~be ~~maintenance~~produced ~~costs.~~with ~~The~~a ~~decrease~~greatly inreduced ~~cost~~carbon ~~for~~footprint, making the ~~nine~~final ~~months~~product ~~ended~~less ~~June~~expensive. 30Additionally, ~~2024~~greenhouse construction costs can be nearly half of warehouse construction costs. AmeriCann’s business is ~~due~~committed to ~~the~~sustainable, ~~end~~clean cultivation of acannabis ~~facilities~~and ~~maintenance~~to ~~agreement~~social and environmental ethics, transparency and accountability.

~~Advertising~~AmeriCann’s first project is the Massachusetts Cannabis Center (“MCC”). AmeriCann may replicate the brands, technology and ~~Marketing~~innovations ~~Expenses~~developed at its MCC project to additional markets.

~~Advertising~~Massachusetts ~~and~~Cannabis marketing expenses were $482 and $646 for the three months ended June 30, 2024 and 2023, respectively. During the nine months ended June 30, 2024 and 2023, the advertising and marketing expenses were $5,238 and $6,017, respectively. The decrease is due to a decrease in marketing costs.Center

~~Professional~~On ~~Fees~~ October 17, 2016, we closed on the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston.

~~Professional~~As ~~fees~~part ~~were~~of ~~$87,676~~a ~~and~~simultaneous ~~$73~~transaction,~~509~~ ~~for~~we assigned the ~~three~~property ~~months~~rights ~~ended~~to ~~June~~Massachusetts 30Medical Properties, ~~2024~~LLC (“MMP”) for a nominal fee and ~~2023,~~entered ~~respectively.~~a ~~During~~lease agreement pursuant to which MMP agreed to lease the ~~nine~~property ~~months~~to ~~ended~~us ~~June~~for ~~30,~~an ~~2024~~initial ~~and~~term ~~2023,~~of fifty (50) years. We have the ~~professional~~option ~~fees~~to ~~were~~extend ~~$315,639~~the ~~and~~term ~~$277,361,~~of ~~respectively~~the lease for four (4) additional ten (10) year periods. The ~~increase~~lease is ~~primarily~~a ~~due~~triple tonet anlease. ~~increase~~We inpay ~~accounting~~all ~~fees~~real estate taxes, repairs, maintenance and insurance. A portion of these expenses are reimbursed by the tenant.

~~General~~The ~~and~~lease ~~Administrative~~payments ~~Expenses~~were the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company.

General and administrative expenses were $416,899 and $380,060 for the three months ended June 30, 2024 and 2023, respectively. During the nine months ended June 30, 2024 and 2023, general and administrative fees were $1,198,508 and $1,163,323, respectively. The increase is primarily due to an increase in licenses and fees expenses.3

~~Interest~~By ~~Income~~agreement dated November 19, 2024, the Company transferred the undeveloped portion of the leased property to MMP (approximately 48.3 acres) for:

~~Interest~~● ~~income was $10~~650,~~940~~000; and $578 for the three months ended June 30, 2024 and 2023, respectively. During the nine months ended June 30, 2024 and 2023, interest income was $34,194 and $3,374, respectively. The increase is a result of a new note receivable entered into in September 2023.

~~Interest~~● ~~Expense~~20% of the net sales price of the transferred portion of the undeveloped leased property.

~~Interest~~The ~~expense~~net ~~was~~sales ~~$136,462~~price ~~and~~will ~~$185,169~~be ~~for~~increased ~~the~~by ~~three~~an ~~months~~amount ~~ended~~equal ~~June~~to ~~30,~~the ~~2024~~Base ~~and~~Rent ~~2023,~~paid ~~respectively.~~by ~~During~~ the ~~nine~~Company ~~months~~to ~~ended~~MMP ~~June~~under ~~30,~~a ~~2024~~separate ~~and~~lease ~~2023,~~covering ~~interest~~4.29 acres ~~expense~~from ~~was~~November ~~$411~~19,~~982~~ ~~and~~2024 ~~$555,669,~~through ~~respectively.~~the ~~The~~date ~~decrease~~of isconveyance ~~primarily~~of ~~attributable~~the 4.29 acres to ~~decrease~~the inCompany ~~amortization~~by ofMMP ~~debt~~and ~~discounts~~decreased by $1,722,000.

~~Net~~The ~~Operating~~lease ~~Income/Loss~~payments are now the greater of (a) $13,407 per month; or (b) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease has an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

WeThe ~~had~~description aof ~~net~~the ~~loss~~terms of ~~$(458,206) and $(55,925) for~~ the ~~three~~November ~~months ended June 30~~19, 2024 ~~and~~agreement ~~2023,~~between ~~respectively. We had a net loss of $(796,296) and net income of $53,442 for~~ the ~~nine~~Company ~~months ended June 30, 2024~~ and ~~2023,~~MMP ~~respectively. The net loss~~ is ~~attributed~~qualified ~~primarily to a reduction~~ in ~~revenue~~its ~~attributed~~entirety toby athe ~~lease~~agreement ~~modification~~between ~~with~~the ~~our~~Company ~~tenant~~and ~~that~~MMP ~~resulted~~filed inas usExhibit ~~receiving less revenue than in prior quarters~~10.18 ~~The~~to ~~lease~~the ~~with~~Company’s ~~our~~8-K ~~tenant~~report ~~terminates~~filed inon ~~August~~December 13, 2024.

13On July 26, 2019 the Company entered into a Triple Net Lease for AmeriCann’s 30,000 square foot cultivation and product manufacturing facility with BASK, Inc. (“BASK”). BASK commenced operations in the facility 1 in February of 2020.

~~LIQUIDITY~~The ~~AND~~15-year ~~CAPITAL~~lease ~~RESOURCES~~ for the building at the MCC with BASK provided, in addition to a monthly Base Rent, a Revenue Participation Fee whereby we will receive 15% of all gross monthly sales of cannabis, cannabis-infused products and non-cannabis products produced at Building 1.

~~The~~On ~~accompanying~~May 13, 2024, the Company and BASK mutually agreed to modify ~~unaudited~~the ~~consolidated~~lease ~~financial~~effective ~~statements~~August 31, 2024. AmeriCann and BASK have ~~been~~agreed ~~prepared~~that, ~~assuming~~for the ~~Company~~last five months of the lease effective April 1 2024, the new monthly payment by BASK will ~~continue~~be $57,588 per month, inclusive of property taxes and Host Community Agreement fees. After August 31, 2024, AmeriCann intends to operate the building as a ~~going~~regulated ~~concern,~~cannabis ~~which~~cultivation ~~contemplates,~~and ~~among~~manufacturing ~~other~~operator. ~~things~~Bask agreed to transfer to the Company its provisional Cultivation and provisional Product Manufacturing licenses. BASK will receive a credit of $40,000 for each license transferred. Any transfer of licenses is contingent upon approval from the ~~realization~~Massachusetts Cannabis Control Commission. An application for the Change of ~~assets~~Ownership and ~~satisfaction~~Control of ~~liabilities~~the licenses was filed on June 19, 2024. BASK granted the Company the option to purchase any furniture and equipment located in the ~~normal~~space ~~course~~currently occupied by BASK. A third-party valuation of ~~business~~the items to be purchased is expected to be finalized by the end of August 2024. ~~The~~In the event the amount of the past due rent exceeds the credit (or credits) for any licenses which may be transferred to the Company ~~had~~by anBASK ~~accumulated~~and ~~deficit~~the value of ~~$20,649,740~~any ~~and~~furniture ~~$19~~or equipment purchased by the Company,~~853,444~~ atthe ~~June~~remaining 30amount, ~~2024~~plus ~~and~~the amount remaining due on the promissory note from BASK dated September 30, 2023, ~~respectively~~will be converted to a promissory note which will be paid in 24 equal monthly installments without interest.

The ~~Company~~Massachusetts Cannabi Center (“ MCC”) is, ~~continuing~~a tostate ~~support~~of the ~~optimization~~art of30,000 ~~operations~~square foot cultivation and ~~generate~~processing ~~additional~~facility, ~~revenues~~is ~~from~~fully-operational. Using the MCC as its ~~Massachusetts~~base ~~Cannabis~~of ~~Center~~operations, ~~(MCC). The~~the Company ~~will~~plans ~~need~~ to ~~raise~~cultivate ~~additional~~cannabis ~~funds~~and ~~for~~provide ~~the~~extraction ~~expansion~~laboratory, ofand ~~the~~manufacture ~~MCC~~cannabis products. ~~When~~The ~~Management~~Company ~~determines~~plans ~~expansion~~to ~~opportunities~~produce ~~exist~~branded ~~the~~consumer ~~Company~~packaged ~~may~~goods ~~finance~~including ~~construction~~cannabis ~~with~~beverages ~~cash~~enhancers, ~~from~~vaporizer ~~operations~~products, aedible ~~sale-lease-back~~products, ~~refinancing~~non-edible products and ~~expanding~~concentrates ~~existing~~at ~~debt,~~the ~~issuance~~MCC. All ofcannabis, ~~new~~including ~~debt~~manufactured goods, orwill ~~sales~~be ofsold ~~equity~~to licensed Massachusetts retailers.

~~Management~~SIGNIFICANT ~~believes~~ACCOUNTING that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.POLICIES

~~Notes Payable~~Leases

~~See~~Effective ~~Note 4~~October ~~of the~~1, ~~unaudited~~2019, ~~consolidated~~we ~~financial~~adopted ~~statements~~ASC ~~filed~~842, ~~with~~Lease ~~this~~Accounting ~~report~~using ~~for~~the ~~information~~effective ~~concerning~~date ~~our~~method. ~~notes~~We ~~payable~~determine if an arrangement is a lease at inception.

~~Analysis~~Right-of-Use (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 ~~Cash~~lease ~~Flows~~ payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. 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.

During the nine months ended June 30, 2024, our net cash flows used in operations were $(970,251) as compared to net cash flows provided by operations of $445,595 for the nine months ended June 30, 2023. The decrease is primarily due to a decrease in our net income during the nine months ended June 30, 2024 and timing of working capital payments.4

~~Cash~~Under ~~flows~~the ~~provided~~available bypractical ~~(used~~expedient, ~~in) investing~~we ~~activities~~account ~~were~~for ~~$45,885~~the lease and ~~$(244,760)~~non-lease components as a single lease component for ~~the~~all ~~nine~~classes ~~months~~of ~~ended~~underlying ~~June~~assets ~~30,~~as ~~2024~~both a lessee and ~~2023~~lessor. Further, ~~respectively~~we elected a short-term lease exception policy on all classes of underlying assets, ~~consisting~~permitting us to not apply the recognition requirements of ~~payments~~this ~~received~~standard onto ~~notes~~short-term ~~receivable~~leases (i.e. leases with terms of 12 months or less).

~~Cash~~RESULTS ~~flows~~OF ~~used in~~OPERATIONS ~~financing activities were $0 and $(150,000) for the nine months ended June 30, 2024 and 2023, respectively, consisting of principal payments on notes payable in 2023.~~

WeMaterial dochanges ~~not~~in ~~have~~the ~~any~~line ~~firm~~items ~~commitments~~in ~~from~~our ~~any~~Statement ~~person~~of Operations for the three months ended December 31, 2024 as compared to ~~provide~~the ussame ~~with~~period ~~any additional~~last ~~capital.~~year, are discussed below:

~~OFF-BALANCE~~Item ~~SHEET~~Increase ~~ARRANGEMENTS~~(I) or Decrease (D) Reason Rental Income D Termination of lease on the building at the MCC Professional fees D Decrease in consulting and auditor fees Interest income D Modification of the Bask Note Receivable

AsLIQUIDITY ofAND ~~June~~CAPITAL ~~30, 2024, we did not have any off-balance sheet arrangements.~~RESOURCES

Loans

On August 2, 2019 we secured a $4,000,000 loan from an unrelated third party. The loan was evidenced by a note which bears interest at the rate of 11% per year. On December 4, 2020, the loan was increased by $500,000 and the maturity date was extended from August 2, 2022 to August 1, 2023. In July 2023, the maturity date was further extended to December 1, 2023 while all other provisions of the original loan remained the same. On November 30, 2023, the maturity date was extended to January 31, 2024 while all other provisions of the original loan remained the same. On December 1, 2024 the maturity date of the loan was extended to April 30, 2025 while all other provisions of the original loan remained the same. The loan is secured by a first lien on the building at the MCC.

Contractual obligations

Prior to November 19, 2024, the Company leased approximately 52.6 acres from MMP under an operating lease commencing October 17, 2016. By agreement dated November 19, 2024, the Company transferred the undeveloped portion of the leased property (approximately 48.3 acres) to MMP. (See Item 1 of this report). The lease payments are now the greater of (a) $13,407 per month; or (b) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease has an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

Analysis of Cash Flows

Our sources and (uses) of cash for the three months ended December 31, 2024 and 2023 are shown below:

	2024			2023

Cash (used) provided by operations	$	(593,465	)	$	(337,244	)
Acquisition of property and equipment		(2,869	)		--
Payments received from notes receivable		28,649			9,845
Proceeds received from lease termination		650,000			--

We do not have any firm commitments from any person to provide us with any additional capital.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2024, we did not have any off-balance sheet arrangements.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective for the same reasons that our internal control over financial reporting was not effective.

Internal Control over Financial Reporting

AsOur ~~indicated in our Form 10-K filed on December 22, 2023, our~~ Principal Executive Officer and Principal Financial Officer concluded that our internal control over financial reporting was not effective as of ~~September~~December 3031, ~~2023~~2024 at the reasonable assurance level, as a result of a material weaknesses primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or GAAP, limited or no segregation of duties, and lack of independent directors.

We are currently in the process of evaluating the steps necessary to remediate these material weaknesses.

Change in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarterly period ended ~~June~~December 3031, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

PART II OTHER INFORMATION

ITEM 5. OTHER INFORMATION

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the ~~quarterly~~quarter ~~period~~ended ~~ending~~December ~~June 30~~31, 2024.

ITEM 6. EXHIBITS

Exhibit Number	Description of Document

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith)

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith)

32	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS	Inline XBRL Instance Document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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.

	AMERICANN, INC.
Dated: August 12, 2024	By:	/s/ Timothy Keogh
Dated: February 14, 2025	By:	/s/ Timothy Keogh
		Timothy Keogh
		Principal Executive Officer
	By:	/s/ Benjamin Barton
		Benjamin Barton
		Principal Financial and Accounting Officer

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