PNXP 10-K & 10-Q changes, risk factors and insider trading
PINEAPPLE EXPRESS CANNABIS Co · OTC · Services-Prepackaged Software · CIK 1710495 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Damage from catastrophic weather and other natural events and climate change could result in losses to our Company.”
Removed heading “Our industry is subject to intense competition.”
Removed heading “New well-capitalized entrants into our industry may develop large-scale operations which will make it difficult for our business to compete and remain profitable.”
Largest changes
“Damage from catastrophic weather and other natural events and climate change could result in losses to our Company.”see in full comparison
“Our industry is subject to intense competition.”see in full comparison
“Our buildings and land are susceptible to natural disaster type of events that could interrupt and halt our tenant’s ability to grow and cultivate marijuana. They are located in areas that may experience catastrophic weather and other natural events from time to time, including fires, windstorms or hurricanes, earthquakes, flooding or other severe weather. These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our insurance coverage. …”see in full comparison
“New well-capitalized entrants into our industry may develop large-scale operations which will make it difficult for our business to compete and remain profitable.”see in full comparison
“Currently, the marijuana industry generally is comprised of individuals and small to medium-sized entities, however, the risk remains that large conglomerates and companies who also recognize the potential for financial success through investment in this industry could strategically purchase or assume control of larger dispensaries and cultivation facilities. …”see in full comparison
“·Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing legal medical marijuana and recreational marijuana industries.”see in full comparison
Full comparison: every changed paragraph (25)
·Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.
·Our ability to source strong opportunities with sufficient risk adjusted returns.
·Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing legal medical marijuana and recreational marijuana industries.
·The acceptance of the terms and conditions of our services.
·The amount and timing of operating and other costs and expenses.
·The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.
·Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.
·Adverse changes in the projects in which we plan to invest, which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts.
·Adverse developments in the efforts to legalize marijuana or increased federal enforcement.
·Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business.
·Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.
Damage
from catastrophic weather and other natural events and climate change could result in losses to our Company.
Our
buildings and land are susceptible to natural disaster type of events that could interrupt and halt our tenant’s ability to grow
and cultivate marijuana. They are located in areas that may experience catastrophic weather and other natural events from time to time,
including fires, windstorms or hurricanes, earthquakes, flooding or other severe weather. These adverse weather and natural events could
cause substantial damages or losses to our properties which could exceed our insurance coverage. In the event of a loss in excess of
insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property.
We could also continue to be obligated to repay any obligations related to the property. Any such loss could materially and adversely
affect our business and our financial condition and results of operations. In addition, changes in federal and state legislation and
regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties
and could also require us to spend more on our new development properties without a corresponding increase in revenue.
Our
industry is subject to intense competition.
The
Company has entered the cannabis distribution business as a result of the Pineapple Consolidated, Inc. (PCI) share exchange. There is
potential that PCI will face intense competition from other companies, some of which can be expected to have longer operating histories
and more financial resources and experience than the Company. Increased competition by larger and better-financed competitors could materially
and adversely affect the business, financial condition, results of operations or prospects of the PCI.
Because
of the early stage of the industry in which the PCI operates, the Company expects to face additional competition from new entrants. To
become and remain competitive, PCI will require research and development, marketing, sales and support. PCI may not have sufficient resources
to maintain research and development, marketing, sales and support efforts on a competitive basis which could materially and adversely
affect the business, financial condition, results of operations or prospects of the Company.
As
well, the legal landscape for medical and recreational marijuana is changing internationally. More countries have passed laws that allow
for the production and distribution of medical marijuana in some form or another. We have some international partnerships in place, which
may be affected if more countries legalize medical marijuana. Increased international competition might lower the demand for our products
on a global scale.
New
well-capitalized entrants into our industry may develop large-scale operations which will make it difficult for our business to compete
and remain profitable.
Currently,
the marijuana industry generally is comprised of individuals and small to medium-sized entities, however, the risk remains that large
conglomerates and companies who also recognize the potential for financial success through investment in this industry could strategically
purchase or assume control of larger dispensaries and cultivation facilities. In doing so, these larger competitors could establish price
setting and cost controls which would effectively “price out” many of the individuals and small to medium-sized entities
who currently make up the bulk of the participants in the varied businesses operating within and in support of the medical marijuana
industry. While the trend in most state laws and regulations seemingly deters this type of takeover, this industry remains quite nascent,
so what the landscape will be in the future remains largely unknown, which in itself is a risk.
Our
proposed business plan is subject to all business risks associated with new business enterprises, including the absence of any significant
operating history upon which to evaluate an investment. The likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection with the formation of a new business, the development of
new strategy and the competitive environment in which the Company will operate. It is possible that the Company will incur losses in
the future. There is no guarantee that the Company will be profitable.
·maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
·maintain policies relating to disclosure controls and procedures;
·prepare and distribute periodic reports in compliance with our obligations under federal securities laws;
·institute a more comprehensive compliance function, including corporate governance; and
·involve, to a greater degree, our outside legal counsel and accountants in the above activities.
Management's Discussion & Analysis (MD&A)
Largest changes
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being asee in full comparisonpubliclypublic reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations. Accordingly, the Company’s management has concluded that these conditions raise substantial doubt about our ability to continue as a going concern. There can be no assurance that we will be able to achieve our business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If we are unable to generate adequate funds from operations or raise sufficient additional funds, we may not be able to repay our existing debt, continue to operate our business network, respond to competitive pressures or fund our operations. As a result, we may be required to significantly reduce, reorganize, discontinue or shut down our operations.
Totalsee in full comparisonoperatingexpenses for the years ended January 31,20242025 and20232024 were$59,497$31,153 and$21,704.$59,497. Theoperatingexpenses for the year ended January 31, 2025 consisted of bad debt expense of $14,204, general and administrative costs of $18,821 and a loss on the disposal of the Company’s interest in PCI of $14,296. The expenses for the year ended January 31, 2024 bank charges of $2,020; depreciation expense of $460; legal fees of $10,000; audit fees of $27,000; professionalfees of $20,017; bad debt expense of $282,081. The operating expenses for the year ended January 31, 2023 bank charges of $147; depreciation expense of $2,816; legalfees of$4,113; audit fees of $3,000; consulting fees of $70; professional fees of $11,558.$20,017.
“During the year ended January 31, 2025, cash used in operations amounted to $45,030. Uses of cash consisted of a net loss of $31,153, an increase in accounts receivable of $14,204 and a decrease in accounts payable of 15,717, which were offset by depreciation expense of $1,840 and bad debt expense of $14,204. During the year ended January 31, 2024, the Company provided $30 of cash in operating activities, consisting of a net loss of $59,497, which was offset by an increase in accounts payable of $16,491, stock-based compensation of $42,576 and depreciation of $460.”see in full comparison
For the years ended January 31,see in full comparison20242025 and20232024 the Company generated total revenue of$0$16,168 and$5,385$0.fromHowever,sellingasproductsoftoJanuary 31, 2025, we determined that most of thecustomer.revenues were uncollectible, and we recognized bad debt expense of $14,204 for the year ended January 31, 2025. Cost of goods sold for the years ended January 31,20242025 and20232024 was $0 and $0.
“During the year ended January 31, 2024, the Company used $30 of cash in operating activities, with an increase in accounts payable of $16,491, common shares issued of $42,576 and depreciation of $460.”see in full comparison
“During the year ended January 31, 2023, the Company used $16,726 of cash in operating activities due to its net loss and decrease in accounts payable of $3,293 and depreciation of $2,816.”see in full comparison
Full comparison: every changed paragraph (11)
For
the years ended January 31, 20242025 and 20232024 the Company generated total revenue of $0$16,168 and $5,385$0. fromHowever, sellingas productsof toJanuary 31, 2025, we determined that most of the customer.
revenues were uncollectible, and we recognized bad debt expense of $14,204 for the year ended January 31, 2025. Cost of goods sold for the years ended January 31, 20242025 and 20232024 was $0 and $0.
Total
operating expenses for the years ended January 31, 20242025 and 20232024 were $59,497$31,153 and $21,704.$59,497. The operating expenses for the year ended
January 31, 2025 consisted of bad debt expense of $14,204, general and administrative costs of $18,821 and a loss on the disposal of the Company’s interest in PCI of $14,296. The expenses for the year ended January 31, 2024 bank charges of $2,020; depreciation expense of $460; legal fees of $10,000; audit fees of $27,000; professional
fees of $20,017; bad debt expense of $282,081. The operating expenses for the year ended January 31, 2023 bank charges of $147;
depreciation expense of $2,816; legal fees of $4,113; audit fees of $3,000; consulting fees of $70; professional fees of
$11,558.$20,017.
The
net operating loss for the years ended January 31, 20242025 and 20232024 was $59,497$31,153 and $44,443$59,497 respectively.
During the year ended January 31, 2025, cash used in operations amounted to $45,030. Uses of cash consisted of a net loss of $31,153, an increase in accounts receivable of $14,204 and a decrease in accounts payable of 15,717, which were offset by depreciation expense of $1,840 and bad debt expense of $14,204. During the year ended January 31, 2024, the Company provided $30 of cash in operating activities, consisting of a net loss of $59,497, which was offset by an increase in accounts payable of $16,491, stock-based compensation of $42,576 and depreciation of $460.
During
the year ended January 31, 2024, the Company used $30 of cash in operating activities, with an increase in accounts payable of
$16,491, common shares issued of $42,576 and depreciation of $460.
During the yearyears ended January 31, 2025 and 2024 the Company
has generatedhad $0 of cash inno investing activities.
During
the yearyears ended January 31, 2025 and 2024, the Company generated $45,001 and $0 of cash in financing activities.activities due to the sale of shares of common stock.
During
the year ended January 31, 2023, the Company used $16,726 of cash in operating activities due to its net loss and decrease in accounts
payable of $3,293 and depreciation of $2,816.
During
the year ended January 31, 2023 the Company has generated $0 of cash in investing activities.
During
the year ended January 31, 2023, the Company generated $11,457 of cash in financing activities.
Management
believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s
success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting
requirements associated with being a publiclypublic reporting company. The Company’s management will have to spend additional time on
policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley
Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement
is business plan and impede the speed of its operations. Accordingly, the Company’s management has concluded that these conditions raise substantial doubt about our ability to continue as a going concern. There can be no assurance that we will be able to achieve our business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If we are unable to generate adequate funds from operations or raise sufficient additional funds, we may not be able to repay our existing debt, continue to operate our business network, respond to competitive pressures or fund our operations. As a result, we may be required to significantly reduce, reorganize, discontinue or shut down our operations.
What changed in the latest 10-Q
Risk Factors
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Other income (expenses)”
New heading “Net Income (Loss)”
New heading “Results of Operations for the nine months ended October 31, 2025 and 2024:”
New heading “Other income (expenses)”
Removed heading “Results of Operations for the six months ended July 31, 2025 and 2024:”
Largest changes
“Results of Operations for the nine months ended October 31, 2025 and 2024:”see in full comparison
“Results of Operations for the six months ended July 31, 2025 and 2024:”see in full comparison
“Total expenses for the nine months ended October 31, 2025 and 2024 were $319,970 and $16,740, respectively. The expenses for the nine months ended October 31, 2025 and 2024 consisted of management compensation of $112,500 and $0 respectively; stock issued for services of $16,981 and $0, respectively; professional fees of $187,958 and $0, respectively; general and administrative costs of $1,631 and $16,740, respectively and rent expense of $900 and $0, respectively.”see in full comparison
Full comparison: every changed paragraph (22)
Results of Operations for the three months ended JulyOctober 31 2025 and 2024:
For the three months ended JulyOctober 31, 2025 and 2024, the company generated revenues of $0 and 9,872,$4,332, respectively.
Total expenses for the three months ended JulyOctober 31 ,31, 2025 and 2024 were $246,323($110,947) and $5,580, respectively. The expenses for the three months ended JulyOctober 31, 2025 and 2024 consisted of management compensation of ($112,500) and $0 respectively; stock issued for services of $12,727 and $0, respectively; professional fees of $119,709$1,253 and $0, respectively; general and administrative costs of $1,087$0 and $5,580, respectively and rent expense of $300 and $0, respectively.
Other income (expenses)
Total other income (expenses) for the three months ended October 31, 2025 and 2024 were ($90,488) and $0, respectively. Other income (expenses) for the three months ended October 31, 2025 and 2024 consisted of interest expense of ($98,826) and $0 respectively and change in derivative of $8,338 and $0, respectively.
Net Income (Loss)
The net loss for the three months ended October 31, 2025 and 2024 was $20,459 and ($1,248) respectively.
Results of Operations for the nine months ended October 31, 2025 and 2024:
For the nine months ended October 31, 2025 and 2024, the company generated revenues of $0 and 16,168, respectively.
Total expenses for the nine months ended October 31, 2025 and 2024 were $319,970 and $16,740, respectively. The expenses for the nine months ended October 31, 2025 and 2024 consisted of management compensation of $112,500 and $0 respectively; stock issued for services of $16,981 and $0, respectively; professional fees of $187,958 and $0, respectively; general and administrative costs of $1,631 and $16,740, respectively and rent expense of $900 and $0, respectively.
Other income (expenses)
Total other income (expenses) for the nine months ended October 31, 2025 and 2024 were ($302,206) and $0, respectively. Other income (expenses) for the nine months ended October 31, 2025 and 2024 consisted of interest expense of ($327,802) and $0 respectively; amortization of debt discount of ($46,627) and $0, respectively and change in derivative of $72,223 and $0, respectively.
The net income (loss) for the three months ended July 31, 2025 and 2024 was ($246,323) and $4,292 respectively.
Results of Operations for the six months ended July 31, 2025 and 2024:
For the six months ended July 31, 2025 and 2024, the company generated revenues of $0 and 11,836, respectively.
Total expenses for the six months ended July 31 , 2025 and 2024 were $430,917 and $11,160, respectively. The expenses for the six months ended July 31, 2025 and 2024 consisted of management compensation of $225,000 and $0 respectively; stock issued for services of $15,728 and $0, respectively; professional fees of $187,958 and $0, respectively; general and administrative costs of $1,631 and $11,631, respectively and rent expense of $600 and $0, respectively.
Net Loss
The net income (loss) for the sixnine months ended JulyOctober 31, 2025 and 2024 was ($430,917)$622,176 and $676$572 respectively.
As of JulyOctober 31, 2025, the Company had $0 in cash and cash equivalents. The Company has not generated revenues and has relied primarily upon capital generated from public and private offerings of its securities.
The Company sustained a (loss) of ($642,635)$622,176 for the sixnine months ended JulyOctober 31, 2025 and income $3,616$572 for the sixnine months ended JulyOctober 31, 2024. The Company has accumulated losses totaling $1,316,281$1,295,822 at JulyOctober 31, 2025. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We are presently able to meet our obligations as they come due through our borrowing and the support of our shareholders. At JulyOctober 31, 2025, we had a working capital deficit of $8,367,595.$8,344,100. Our working capital deficit is due to the results of operations.
The following table sets forth the primary sources and uses of cash and cash equivalents for the threenine months ended JulyOctober 31, 2025 and 2024 as presented below:
PNXP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PNXP (13F)
None of the 59 investors we track reported a position in their latest 13F.