Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

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 September 30, 2024.

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

for the transition period from ____________ to ____________.

Commission file number: 000-54457

TREES CORPORATION

(Exact name of registrant as specified in its charter)

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

215 Union Boulevard, Suite 415
Lakewood, CO 80228

(Address of principal executive offices) (Zip Code)

(303) 759-1300

(Registrant's Telephone Number, Including Area Code)

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

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

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

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

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

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

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

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

As of November 8th, 2024, there were 108,746,520 issued and outstanding shares of common stock.

TREES CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
	Signatures	25

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TREES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30, 2024			December 31, 2023
		(unaudited)			(audited)
Assets
Current assets
Cash and cash equivalents		$	245,367			$	969,676
Accounts receivable, net of allowance of $50,471 and $42,000, respectively			7,038				111,863
Inventories			687,763				860,918
Prepaid expenses and other current assets			365,553				411,911
Total current assets			1,305,721				2,354,368
Right-of-use operating lease asset			1,505,824				1,979,833
Property and equipment, net			1,220,260				1,395,104
Intangible assets, net			1,247,415				1,637,491
Goodwill			15,880,097				15,880,097
Total assets		$	21,159,317			$	23,246,893
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses		$	2,648,984			$	2,617,536
Interest payable			2,088,731				1,570,077
Income tax payable			392,765				392,765
Uncertain tax benefit liability, net			990,731				-
Operating lease liability, current			766,562				846,201
Finance lease liability, current			71,230				205,400
Accrued stock payable			60,900				60,900
Accrued dividends			123,900				106,200
Warrant derivative liability			-				4,716
Accrued legal fees			54,000				102,000
Notes payable - current			945,571				1,092,382
Contingent earnout liability			-				367,056
Total current liabilities			8,143,374				7,365,233
Operating lease liability, non-current			843,835				1,218,392
Finance lease liability, non-current			581,294				501,248
Notes payable - non-current (net of unamortized discount)			14,214,151				14,013,861
Total liabilities			23,782,654				23,098,734
Commitments and contingencies (Note 6)
Stockholders' equity (deficit)
Preferred stock, nopar value; 5,000,000 and 5,000,000 shares authorized; 1,180 and 1,180 issued and outstanding, respectively			1,073,446				1,073,446
Common stock, $0.001 par value; 200,000,000 and 200,000,000 shares authorized; 108,746,520 and 108,746,520 shares issued and outstanding, respectively			108,746				108,746
Additional paid-in capital			99,729,914				99,450,307
Accumulated deficit			(103,535,443	)			(100,484,340	)
Total stockholders' equity (deficit)			(2,623,337	)			148,159
Total liabilities and stockholders' equity (deficit)		$	21,159,317			$	23,246,893

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three months ended			Nine months ended
		September 30,			September 30,
		2024			2023			2024			2023
Revenue
Retail sales		$	3,298,839			$	4,038,019			$	10,673,842			$	14,228,202
Cultivation sales			11,420				73,564				11,420				91,994
Total revenue			3,310,259				4,111,583				10,685,262				14,320,196
Costs and expenses
Cost of sales			1,957,455				2,442,541				5,833,992				8,731,032
Selling, general and administrative			1,271,696				1,962,641				4,050,784				6,744,632
Stock-based compensation			-				8,745				14,968				54,195
Professional fees			173,262				53,259				733,970				1,204,369
Depreciation and amortization			179,485				251,605				586,733				835,026
Total costs and expenses			3,581,898				4,718,791				11,220,447				17,569,254
Operating income (loss)			(271,639	)			(607,208	)			(535,185	)			(3,249,058	)
Other income (expenses)
Amortization of debt discount			(123,888	)			(219,785	)			(418,523	)			(621,539	)
Interest expense			(467,651	)			(296,242	)			(1,478,566	)			(1,462,281	)
Gain (loss) on extinguishment of debt			34,876				(218,237	)			34,876				(218,237	)
Gain (loss) on derivative liability			-				(2,860	)			4,716				2,359
Gain on contingent earnout			-				-				367,056				-
Gain (loss) on disposal of assets			(23,816	)			2,400				(23,816	)			-
Gain (loss) on termination of lease			6,770				-				6,770				-
Other income			-				526,809				-				896,680
Total other income (expenses)			(573,709	)			(207,915	)			(1,507,487	)			(1,403,018	)
Net loss from operations before income taxes			(845,348	)			(815,123	)			(2,042,672	)			(4,652,076	)
Benefit (provision) for income taxes			336,339				-				(990,731	)			(85,736	)
Loss from operations			(509,009	)			(815,123	)			(3,033,403	)			(4,737,812	)
Accrued preferred stock dividend			-				-				(17,700	)			(17,700	)
Net loss attributable to common stockholders		$	(509,009	)		$	(815,123	)		$	(3,051,103	)		$	(4,755,512	)
Basic and diluted loss per common share
Net loss attributable to common stockholders' per share		$	(0.00	)		$	(0.01	)		$	(0.03	)		$	(0.04	)
Basic and diluted weighted average common shares outstanding			108,746,520				118,664,094				108,746,520				118,664,094

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Nine months ended September 30,
		2024			2023
Cash flows from operating activities
Net loss		$	(3,033,403	)		$	(4,737,812	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount and equity issuance costs			418,522				621,539
Depreciation and amortization			586,735				835,026
Loss on disposal of assets			23,816				15,840
Gain on lease termination			(6,770	)			-
Amortization of right of use lease assets			82,503				-
Non-cash lease expense			378,620				42,762
Bad debt expense			(9,471	)			-
(Gain) loss on extinguishment of debt			(34,876	)			202,397
Loss (gain) on contingent earnout			(367,056	)			-
Loss (gain) on derivative liability			(4,716	)			(2,359	)
Stock-based compensation			14,968				54,195
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable			(62,361	)			(163,805	)
Prepaid expenses and other assets			219,015				(182,130	)
Inventories			173,155				488,409
Income taxes			-				85,742
Uncertain tax benefit liability			990,731				-
Accounts payable, accrued liabilities, and interest payable			493,902				1,595,527
Operating lease liabilities			(345,253	)			(2,763	)
Net cash used in operating activities			(481,939	)			(1,147,432	)
Cash flows from investing activities
Purchase of property and equipment			(45,631	)			(9,277	)
Acquisition of Station 2 assets			-				(256,581	)
Net cash used in investing activities			(45,631	)			(265,858	)
Cash flows from financing activities
Payments on notes payable			(1,057,328	)			-
Payments on finance lease			(139,411	)			(918,852	)
Proceeds from notes payable			1,000,000				-
Net cash (used in) provided by financing activities			(196,739	)			(918,852	)
Net decrease in cash and cash equivalents			(724,309	)			(2,332,142	)
Cash and cash equivalents, beginning of period			969,676				2,583,833
Cash and cash equivalents, end of period		$	245,367			$	251,691
Supplemental schedule of cash flow information
Cash paid for interest		$	919,724			$	675,477
Cash paid for taxes		$	6,319			$	6
Non-cash investing & financing activities
Operating lease right-of-use asset obtained in exchange for new operating lease liabilities		$	-			$	348,825
Non-cash debt issuance for acquisition of Station 2 assets		$	-			$	333,953
Non-cash extinguishment of debt for the surrender of Station 2 assets			-			$	(356,152	)
Accrued dividends		$	17,700			$	17,700
Non-cash extinguishment of debt for Trees MLK Assets		$	264,639			$	-
Non-cash extinguishment of debt for previous year Accounting Fees		$	43,077			$	-

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

		For the three months ended September 30, 2024
		Preferred Stock			Common Stock			Additional Paid-in			Accumulated
		Shares			Amount			Shares			Amount			Capital			Deficit			Total
July 1, 2024			1,180			$	1,073,446				108,746,520			$	108,746			$	99,729,914			$	(103,026,434	)		$	(2,114,328	)
Net loss			-				-				-				-				-				(509,009	)			(509,009	)
September 30, 2024			1,180			$	1,073,446				108,746,520			$	108,746			$	99,729,914			$	(103,535,443	)		$	(2,623,337	)

		For the three months ended September 30, 2023
		Preferred Stock			Common Stock			Additional Paid-in			Accumulated
		Shares			Amount			Shares			Amount			Capital			Deficit			Total
July 1, 2023			1,180			$	1,073,446				118,664,094			$	118,664			$	98,644,211			$	(97,324,771	)		$	2,511,550
Share-based compensation			-				-				-				-				8,745				-				8,745
Net loss			-				-				-				-				-				(815,123	)			(815,123	)
September 30, 2023			1,180			$	1,073,446				118,664,094			$	118,664			$	98,652,956			$	(98,139,894	)		$	1,705,172

		For the nine months ended September 30, 2024
		Preferred Stock			Common Stock			Additional Paid-in			Accumulated
		Shares			Amount			Shares			Amount			Capital			Deficit			Total
January 1, 2024			1,180			$	1,073,446				108,746,520			$	108,746			$	99,450,307			$	(100,484,340	)		$	148,159
Share-based compensation			-				-				-				-				14,968				-				14,968
Capital contribution related to the forgiveness of the Trees MLK Note			-				-				-				-				264,639				-				264,639
Dividend on Preferred Stock			-				-				-				-				-				(17,700	)			(17,700	)
Net loss			-				-				-				-				-				(3,033,403	)			(3,033,403	)
September 30, 2024			1,180			$	1,073,446				108,746,520			$	108,746			$	99,729,914			$	(103,535,443	)		$	(2,623,337	)

		For the nine months ended September 30, 2023
		Preferred Stock			Common Stock			Additional Paid-in			Accumulated
		Shares			Amount			Shares			Amount			Capital			Deficit			Total
January 1, 2023			1,180			$	1,073,446				118,664,094			$	118,664			$	98,598,761			$	(93,384,382	)		$	6,406,489
Share-based compensation			-				-				-				-				54,195				-				54,195
Dividend on Preferred Stock			-				-				-				-				-				(17,700	)			(17,700	)
Net loss			-				-				-				-				-				(4,737,812	)			(4,737,812	)
September 30, 2023			1,180			$	1,073,446				118,664,094			$	118,664			$	98,652,956			$	(98,139,894	)		$	1,705,172

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. NATURE OF OPERATIONS, HISTORY, AND PRESENTATION

Nature of Operations

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

We presently operate five (5) cannabis dispensaries as follows:

●

Englewood, Colorado

o

5005 S Federal Boulevard - Recreational license only

●

Denver, Colorado

o

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

●

Longmont, Colorado

o

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

●

Two (2) in Oregon

o

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

o

NE 102nd Avenue, Portland, OR - Medical and Recreational licenses

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

●

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

●

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

Our principal business model is to acquire, integrate and optimize cannabis companies in the retail and cultivation segments utilizing the combined experience of entrepreneurs and synergistic operations of our vertically integrated network.

Basis of Presentation

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

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company's financial position and operating results. The results for the nine months ended September 30, 2024, are not necessarily indicative of the operating results for the year ending December 31, 2024, or any other interim or future periods. Since the date of the Annual Report, there have been no material changes to the Company's significant accounting policies.

Reclassifications

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

Use of Estimates

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

Concentrations of Credit Risk

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

Customer and Revenue Concentrations - Cultivation Segment

During the three months ended September 30, 2024, SevenFive had zero dollars in revenue and during the three months ended September 30, 2023, 89% of SevenFive's revenue was with five customers, respectively. During the nine months ended September 30, 2024 and 2023, 100% of SevenFive's revenue was with three customers and 50% of SevenFive's revenue was with one customer, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

During the three months ended September 30, 2024 and 2023, 92% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with three customers, and 84% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with four customers, respectively. During the nine months ended September 30, 2024 and 2023, 98% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with three customers, and 78% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

Hillsides Cultivation's revenue includes revenue from an external wholesale vendor totaling $5,084 which has been applied to open accounts payable for the retail segment of the Company for the same vendor. Accounts payable and the associated cost of goods sold expense have been increased for the retail segment to account for this adjustment.

Deferred Revenue from Loyalty Program

For the Company's retail locations, the Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits to be used on future purchases. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are recorded as reductions to revenue on the condensed consolidated statements of operations and included as deferred revenue on the condensed consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed.

Deferred revenue due to outstanding loyalty points at September 30, 2024 and 2023 was $146,672 and nil, respectively. The deferred revenue is included on the Condensed Consolidated Balance Sheet with Accounts payable and accrued expenses and will be recognized in the consolidated Income Statement with net revenue upon redemption of the loyalty points.

Basic and Diluted Loss Per Share

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

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

		For the three months ended September 30,			For the nine months ended September 30,
		2024			2023			2024			2023
Loss Per Share:
Net Loss		$	(509,009	)		$	(815,123	)		$	(3,051,103	)		$	(4,755,512	)
Denominator:
Weighted-Average common shares outstanding			108,746,520				118,664,094				108,746,520				118,664,094
Basic net loss per share		$	(0.00	)		$	(0.01	)		$	(0.03	)		$	(0.04	)

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

		For the three months ended September 30,			For the nine months ended September 30,
		2024			2023			2024			2023
Convertible Debt			16,875,000				24,107,143				16,875,000				24,107,143
Warrants to purchase common stock			68,013,005				31,804,686				49,652,254				24,013,547
Options to purchase common stock			4,711,825				4,973,825				4,711,825				4,973,825
			89,599,830				60,885,654				71,239,079				53,094,515

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses and negative cash flows from operations since inception and have primarily funded its operations with proceeds from the issuance of debt and equity. The Company incurred a net loss of $3,033,403 and lost $724,309 in cash from operations during the nine months ended September 30, 2024, respectively, and had an accumulated deficit of $103,535,443 as of September 30, 2024. We had cash and cash equivalents of $245,367 as of September 30, 2024. The Company expects our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, the Company has concluded that there is substantial doubt about its ability to continue as a going concern. The Company's unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Summary of Significant Accounting Policies

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

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting - Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 requires disclosure of more detailed information about a reportable segment's expenses. ASU 203-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments must be applied retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 applies to all entities subject to income taxes and requires public business entities such as the Company to provide a tabular rate reconciliation and a separate disclosure for any reconciling items with certain categories that are equal to or greater than a specified quantitative threshold. The new standard is effective for annual periods beginning after December 15, 2024 and is to be applied on a prospective basis with the option to apply the standard retrospectively, early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.

NOTE 2. INVENTORIES

Our inventories consisted of the following:

		September 30,			December 31,
		2024			2023
Raw materials		$	-			$	351,241
Work-in-progress and finished goods			687,763				509,677
Inventories		$	687,763			$	860,918

NOTE 3. LEASES

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

The operating lease expense for the three and nine months ended September 30, 2024, and September 30, 2023, is as follows:

		For the three months ended September 30,			For the nine months ended September 30,
		2024			2023			2024			2023
Straight-line operating lease expense		$	202,436			$	197,513			$	665,014			$	929,241
Variable lease cost			77,040				44,239				181,666				502,413
Total operating lease expense		$	279,476			$	241,752			$	846,680			$	1,431,654

The finance lease expense for the three months ended September 30, 2024, and September 30, 2023, was approximately $41,823 and $41,823, respectively. The finance lease expense for the nine months ended September 30, 2024, and September 30, 2023 was approximately $125,470 and $125,470, respectively.

Related party leases

As of September 30, 2024, one of the Company's operating leases, a cultivation facility lease, is a related party lease as the landlord is a principal shareholder and former board member of the Company. As of September 30, 2024, the ROU asset, operating lease liability, current, and operating lease liability, non-current for the related party leases were $69,368, $80,000 and ($6,029), respectively. For the three months ended September 30, 2024 and 2023, the total lease expense for related party leases was $30,000 and $127,790, respectively. For the nine months ended September 30, 2024 and 2023, the total lease expense for related party leases was $90,000 and $383,371, respectively.

MLK Lease Termination

During the nine months ended September 30, 2024, the Company's lease at the MLK retail location was terminated by the landlord due to lack of payment of rent. The original lease had a term through August 31, 2023 and had continued on a month-to-month basis until July 31, 2024, when the landlord seized and auctioned the remaining assets at the address, applying the auction proceeds against the current outstanding lease balance.

As a result of the termination, the Company removed the operating lease asset totaling $48,130, the operating lease liability totaling $58,900, the forfeited and applied $4,000 security deposit and recognized a gain on lease termination of $6,770 during the nine months ended September 30, 2024.

Leasehold improvements, furniture and fixtures related to the seized facility with a net book value of $23,816 were recorded as a loss on disposal of assets during the nine months ended September 30, 2024.

Lease Maturities

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

Year ending December 31,		Operating leases			Finance lease
2024 (remaining three months)		$	200,712			$	102,700
2025			729,592				171,043
2026			399,619				136,940
2027			279,435				143,102
2028			245,456				149,542
Thereafter			667,154				668,558
Total			2,521,968				1,371,885
Less: Present value adjustment			(911,571	)			(719,361	)
Lease liability			1,610,397				652,524
Less: Lease liability, current			(766,562	)			(71,230	)
Lease liability, non-current		$	843,835			$	581,294

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

As of September 30, 2024, the weighted average remaining term of the Company's operating leases is 4.78 years, and the remaining term on the finance lease is 8.33 years.

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

Supplemental cash flow information

For the nine months ended September 30,		2024			2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability		$	665,014			$	957,153
Cash paid for amounts included in finance lease liability		$	125,470			$	150,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities		$	-			$	348,825

NOTE 4. ACCRUED STOCK PAYABLE

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

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

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

NOTE 5. NOTES PAYABLE

Our notes payable consisted of the following:

		September 30, 2024			December 31, 2023
		Third-party			Related-party			Total			Third-party			Related-party			Total
2022 12% Notes		$	13,167,796				332,204				13,500,000			$	13,167,796			$	332,204			$	13,500,000
Trees Transaction Notes			-				-				-				-				326,811				326,811
Green Tree Acquisition Notes			-				428,191				428,191				-				562,000				562,000
Green Man Acquisition Notes			1,107,500				-				1,107,500				1,555,000				-				1,555,000
Working Capital Notes			1,000,000				-				1,000,000				500,000				-				500,000
Centri Promissory Note			43,077				-				43,077
Unamortized debt discount			(901,398	)			(17,648	)			(919,046	)			(1,312,427	)			(25,141	)			(1,337,568	)
Total debt			14,416,975				742,747				15,159,722				13,910,369				1,195,874				15,106,243
Less: Current portion			(785,000	)			(160,571	)			(945,571	)			(605,000	)			(487,382	)			(1,092,382	)
Long-term portion		$	13,631,975			$	582,176			$	14,214,151			$	13,305,369			$	708,492			$	14,013,861

Trees Transaction Notes

In January 2022, with the completion of the Trees MLK acquisition, we are obligated to pay the Seller cash equal to $384,873 in equal monthly installments over a period of 24 months. As of September 30, 2024 and 2023, the debt balance of this note was niland $264,639, respectively. During the year, the Trees MLK Seller forgave the remaining principal balance $264,639 owed from the Trees MLK acquisition. As the debt holder is also a shareholder of the Company, the effect of this debt forgiveness was accounted for as a capital contribution in paid-in capital.

Green Man Acquisition Notes

In December 2022, with the completion of the Green Man Acquisition, we are obligated to pay the Seller cash equal to $1,575,000 in equal monthly installments over a period of 18 months. The payments begin in December 2023 based on the following schedule:

Dates		Total Payment
December 2023		$	20,000
January 2024		$	25,000
February 2024		$	30,000
March 2024 - August 2024		$	52,500
September 2024 - October 2024		$	57,500
November 2024 - December 2024		$	60,000
January 2025 - June 2025		$	65,000
July 2025 - February 2026		$	70,000

The relative fair value of this obligation resulted in a debt discount of $275,154. We recorded amortization of debt discount expense from this obligation of $33,723 and $39,545 for the three months ended September 30, 2024 and 2023, respectively, and $101,525 and $115,171 for the nine months ended September 30, 2024 and 2023, respectively.

12% Notes - 2023 Modification

On December 15, 2023, the Company entered into Amended and Restated Senior Secured Convertible Notes with certain accredited investors to modify the original terms of the 12% Notes. We recorded amortization of debt discount expense from the 12% Notes of $90,164 and $78,404 for the three months ended September 30, 2024 and 2023, respectively and $285,236 and $232,651 for the nine months ended September 30, 2024 and 2023, respectively.

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

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

Centri Promissory Note

On August 20^th, 2024 Centri Business Consulting, LLC ("Centri") agreed to exchange amounts due for professional accounting fees incurred during the prior fiscal year totaling $77,953 at December 31, 2023 into a non-interest bearing promissory note in the amount of $43,077 to be paid in eighteen installments of $2,393 beginning October 1^st, 2024. As a result of the exchange, the Company recognized a gain of $34,876 during the nine months ended September 30, 2024.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Income Tax Payable

To date, the IRS has held that cannabis companies are subject to the limits of Internal Revenue Code ("IRC") Section 280E for U.S. federal income tax purposes. This position was not held in Oregon or Colorado, where the Company operates. Under the IRS's interpretation of IRC Section 280E, cannabis companies are only allowed to deduct expenses directly and indirectly related to the production of inventory. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

As of December 31, 2023 the Company recorded a tax liability totaling $392,765 based on IRC Section 280E. Between the provision and filing the Company taxes on October 15, 2024 the Company has decided, through thorough tax and legal review, to record this and subsequent liabilities as an uncertain tax liability on the consolidated balance sheets due to tax positions taken on our 2023 federal and state tax returns.

For the period ended September 30, 2024 the Company has evaluated this tax position in relation to the previously recorded income tax liability of $1,327,070 as of September 30, 2024 and has concluded that the position meets the more-likely-than-not recognition threshold. In evaluating the tax position for recognition, the Company considered all relevant sources of tax law, including a court case in which the taxing authority has fully disallowed a similar tax position with an unrelated entity (Canna Provisions et. Al. v Garland). The taxing authority and Canna Provisions et. al. are currently litigating the matter.

Due to this change, the Company has completed the provision for the nine months ended September 30, 2024 considering ASC 740-10. This includes an adjustment to the income tax payable account to return it back to the December 31, 2023 balance and recording an uncertain tax benefit (UTB) liability to reflect the expected tax liability should the Internal Revenue Service reject the uncertain tax position taken by the company regarding 280E, net of the valuation allowance.

As of September 30, 2024, the Income tax liability is $392,765 and the UTB liability, net of the valuation allowance, is $990,731.

Legal

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

NOTE 7. STOCKHOLDERS' EQUITY

2021 Preferred stock dividends

The Company's Series A Preferred is convertible into 300 shares of common stock per share of Series A Preferred Stock upon the consummation of a capital raise of not less than $5,000,000. Series A Preferred Stock has nopar value per share and has the following rights, restrictions, preferences and privileges summarized as follows:

●

Authorized Number of Shares - 5,000

●

Voting Rights - None

●

Dividends - 6% per annum, 'paid in kind' in shares of Series A Preferred

●

Conversion - Each share of Series A Preferred is mandatorily convertible into 300 shares of Common Stock upon a minimum capital raise of $5,000,000; sale, merger or business combination of the Company; or the Company listing on an exchange

●

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

As of September 30, 2024 and December 31, 2023, we have recorded accrued dividends of $123,900 and $106,200, respectively. Dividends were $17,700 and $17,700 for the nine months ended September 30, 2024 and 2023, respectively.

Stock-based compensation

Stock-based Awards

As of September 30, 2024, the Company has two active plans, the 2020 Omnibus Incentive Plan approved by the Board in November 2020 ("2020 Plan") and the 2014 Equity Incentive Plan approved by the Board in October 2014 ("2014 Plan" and collectively with the 2020 Plan the "Stock Incentive Plans") that allow the Board of Directors to grant stock-based awards to eligible employees, non-employee directors, and consultants of the Company and its subsidiaries. Under the Stock Incentive Plans, the Board may grant non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the Stock Incentive Plans is 25 million shares. As of September 30, 2024, stock-based awards for approximately 17.5 million shares are available to be issued under the Stock Incentive Plans.

Stock Options

The following summarizes Employee Awards activity:

								Weighted-
					Weighted-			Average
					Average			Remaining
		Number of			Exercise Price			Contractual
		Shares			per Share			Term (in years)
Outstanding as of December 31, 2023			4,796,825			$	1.05				2.3
Granted			100,000				0.06				5.0
Forfeited or expired			(185,000	)			1.76				-
Outstanding as of September 30, 2024			4,711,825			$	0.95				1.8
Exercisable as of September 30, 2024			4,711,825			$	0.95				1.8

The intrinsic value of the exercisable warrants as of September 30, 2024 was negative.

As of September 30, 2024, there was nounrecognized compensation expense related to unvested employee awards.

We recorded nilin compensation expense for the nine months ended September 30, 2024 and 2023, respectively.

Restricted Stock Awards

During the nine months ended September 30, 2024, the Company granted 429,630 Restricted Stock Units with a fair value of $28,656 pursuant to the 2020 Omnibus Incentive Plan to directors and an employee ("2024 RSUs"). The 2024 RSUs vest seven years from the grant date, or earlier upon certain triggering events as defined in the agreement, and upon vesting convert into one share of the Company's common stock. The fair value of the 2024 RSUs is determined based on the closing price of the Company's common stock on the grant date.

The Company recorded $14,968 and $54,195 in compensation expense during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, noneof the RSU's have vested.

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

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

Contingent Earnout Liability

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

The fair value of the contingent earnout liability was niland $367,056 at September 30, 2024 and December, 31 2023, respectively. The change in fair value in the three months and nine months ended September 30, 2024 resulted in a gain on change in fair value of niland $367,056, respectively. The contingent earnout liability remained after the Green Tree Acquisition was partially reversed in Q3 2023 and expired in Q2 2024.

NOTE 8. RELATED PARTY TRANSACTIONS

On September 16, 2022, the Company entered into a new consulting agreement with Adam Hershey, its Interim Chief Executive Officer, pursuant to which Mr. Hershey will continue to serve as the Company's Interim Chief Executive Officer with compensation equal to $200,000 per annum, payable by the Company, monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party. As part of the new consulting agreement, the Company has also agreed to extend warrants to purchase 7,280,007 shares of Common Stock, held by an affiliate of Mr. Hershey, for an additional two years until May 29, 2027. The exercise price and all other terms and conditions of such warrants remain unchanged. We paid $50,000 and $50,000 for the three months ended September 30, 2024 and 2023, respectively, and $150,000 and $150,000 for the nine months ended September 30, 2024 and 2023, respectively.

In February 2023, the Company completed the acquisition of Station 2, LLC's assets. Station 2, LLC is owned by a board member, who is also a shareholder of the Company. This acquisition was subsequently reversed in Q3 of 2023.

The Company currently has a lease agreement with Dalton Adventures, LLC in which the Company leases 17,000 square feet of greenhouse space in Boulder, Colorado for $29,691 a month, of which $27,000 is base rent and $2,691 is property taxes. The base rent decreased to $10,000 per month starting in May 2023. The owner of Dalton Adventures, LLC is a principal shareholder and former board member of the Company. We have incurred $30,000 and $75,849 in related party lease expense for the three months ended September 30, 2024 and 2023, respectively, and $90,000 and $227,547 in related party lease expense for the nine months ended September 30, 2024 and 2023, respectively. See Note 3 for further discussion of the Company's obligations associated with related party leases.

NOTE 9. SEGMENT INFORMATION

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

Three months ended September 30,

2024		Retail			Cultivation			Eliminations			Total
Revenues		$	3,298,839				185,318				(173,898	)			3,310,259
Costs and expenses			(2,750,610	)			(549,407	)			173,898				(3,126,119	)
Segment operating income		$	548,229			$	(364,089	)		$	-				184,140
Corporate expenses															(1,029,488	)
ERC Credits															-
Net loss from continuing operations before income taxes														$	(845,348	)

2023		Retail			Cultivation			Eliminations			Total
Revenues		$	4,038,019			$	415,963			$	(342,399	)		$	4,111,583
Costs and expenses			(3,403,102	)			(1,272,117	)			342,399				(4,332,820	)
Segment operating income		$	634,917		$	(856,154	)		$	-				(221,237	)
Corporate expenses															(1,490,566	)
ERC Credits															896,680
Net loss from continuing operations before income taxes														$	(815,123	)

Nine months ended September 30,

2024		Retail			Cultivation			Eliminations			Total
Revenues		$	10,673,842				778,109				(766,689	)			10,685,262
Costs and expenses			(8,848,802	)			(1,369,489	)			766,689				(9,451,602	)
Segment operating income		$	1,825,040			$	(591,380	)		$	-				1,233,660
Corporate expenses															(3,276,332	)
ERC Credits															-
Net loss from continuing operations before income taxes														$	(2,042,672	)

2023		Retail			Cultivation			Eliminations			Total
Revenues		$	14,228,202			$	2,044,810			$	(1,952,816	)		$	14,320,196
Costs and expenses			(13,285,938	)			(3,457,964	)			1,952,816				(14,791,086	)
Segment operating income		$	942,264			$	(1,413,154	)		$	-				(470,890	)
Corporate expenses															(5,077,865	)
ERC Credits															896,679
Net loss from continuing operations before income taxes														$	(4,652,076	)

		September 30,			December 31,
Total assets		2024			2023
Retail		$	19,055,074			$	20,491,961
Cultivation			1,735,873				1,736,685
Corporate			368,370				1,018,247
Total assets - segments			21,159,317				23,246,893
Intercompany eliminations			-				-
Total assets - consolidated		$	21,159,317			$	23,246,893

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

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

Cautionary Statement Regarding Forward Looking Statements

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

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

Our Products, Services, and Customers

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

We presently operate five (5) cannabis dispensaries as follows:

●

Englewood, Colorado

o

5005 S. Federal Boulevard - Recreational license only

●

Denver, Colorado

o

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

●

Longmont, Colorado

o

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

●

Two (2) in Oregon

o

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

o

NE 102nd Avenue, Portland, OR - Medical and Recreational licenses

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

●

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

●

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

Our principal business model is to acquire, integrate and optimize cannabis companies in the retail and cultivation segments utilizing the combined experience of entrepreneurs and synergistic operations of our vertically integrated network. During the three months ended September 30, 2024, SevenFive had zero dollars in revenue and during the three months ended September 30, 2023, 89% of SevenFive's revenue was with five customers, respectively. During the nine months ended September 30, 2024 and 2023, 100% of SevenFive's revenue was with three customers and 50% of SevenFive's revenue was with one customer, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

During the three months ended September 30, 2024 and 2023, 92% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with three customers, and 84% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with four customers, respectively. During the nine months ended September 30, 2024 and 2023, 98% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with three customers, and 78% of Hillside Cultivation's (formerly noted as Green Tree) revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

Hillsides Cultivation's revenue includes revenue from an external wholesale vendor totaling $5,084 which has been applied to open accounts payable for the retail segment of the Company for the same vendor. Accounts payable and the associated cost of goods sold expense have been increased for the retail segment to account for this adjustment.

Results of Operations

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

		Three months ended September 30,						Percent
		2024			2023			Change			Change
Revenues		$	3,310,259			$	4,111,583			$	(801,324	)			(19	)%
Costs and expenses			(3,581,898	)			(4,718,791	)			1,136,893				(24	)%
Other expense			(573,709	)			(207,915	)			(365,794	)			176	%
Net Gain (Loss) before income taxes		$	(845,348	)		$	(815,123	)		$	(30,225	)			4	%

		Nine months ended September 30,						Percent
		2024			2023			Change			Change
Revenues		$	10,685,262			$	14,320,196			$	(3,634,934	)			(25	)%
Costs and expenses			(11,220,447	)			(17,569,254	)			(6,348,807	)			(36	)%
Other expense			(1,507,487	)			(1,403,018	)			(104,469	)			7	%
Net Loss before income taxes		$	(2,042,672	)		$	(4,652,076	)		$	2,609,404				(56	)%

Revenues

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

Costs and expenses

		Three months ended September 30,						Percent
		2024			2023			Change			Change
Cost of sales		$	1,957,455			$	2,442,541			$	(485,086	)			(20	)%
Selling, general and administrative			1,271,696				1,962,641				(690,945	)			(35	)%
Stock-based compensation			-				8,745				(8,745	)			(100	)%
Professional fees			173,262				53,259				120,003				225	%
Depreciation and amortization			179,485				251,605				(72,120	)			(29	)%
		$	3,581,898			$	4,718,791			$	(1,136,893	)			(24	)%

		Nine months ended September 30,						Percent
		2024			2023			Change			Change
Cost of sales		$	5,833,992			$	8,731,032			$	(2,897,040	)			(33	)%
Selling, general and administrative			4,050,784				6,744,632				(2,693,848	)			(40	)%
Stock-based compensation			14,968				54,195				(39,227	)			(72	)%
Professional fees			733,970				1,204,369				(470,399	)			(39	)%
Depreciation and amortization			586,733				835,026				(248,293	)			(30	)%
		$	11,220,447			$	17,569,254			$	(6,348,807	)			(36	)%

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

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

Stock-based compensation included the following:

		Three months ended September 30,						Percent
		2024			2023			Change			Change
Restricted Stock Awards		$	-			$	8,745			$	(8,745	)			(100	)%
		$	-			$	8,745			$	(8,745	)			(100	)%

		Nine months ended September 30,						Percent
		2024			2023			Change			Change
Restricted Stock Awards		$	14,968			$	54,195			$	(39,227	)			(72	)%
		$	14,968			$	54,195			$	(39,227	)			(72	)%

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

Professional fees consist primarily of accounting and legal expenses. Professional fees increased for the three months ended September 30, 2024 due to increased accounting and legal fees related to our 2023 tax return and the related tax position therein (See Note 6 Income Tax Payable for details). Professional fees decreased for the nine months ended September 30, 2024 as compared to September 30, 2023 due to the lack of unusual accounting activity in the first and second quarters of 2024 as compared to the 2023 periods.

Depreciation and amortization decreased due to the reversal of the acquisition of a portion of the Green Tree assets and a revaluation of the Green Tree and Green Man acquisitions as of the three and nine months ended September 30, 2024, as compared to September 30, 2023.

Other Expense

		Three months ended September 30,						Percent
		2024			2023			Change			Change
Amortization of debt discount		$	123,888			$	219,785			$	(95,897	)			(44	)%
Interest expense			467,651				296,242				171,409				58	%
(Gain) loss on termination of lease			(6,770	)			-				(6,770	)			100	%
(Gain) loss on extinguishment of debt			(34,876	)			218,237				(253,113	)			(116	)%
(Gain) loss on derivative liability			-				2,860				(2,860	)			(100	)%
(Gain) loss on sale/disposal of assets			23,816				(2,400	)			(26,216	)			(1,092	)%
Other (income)			-				(526,809	)			526,809				(100	)%
Gain on contingent earnout			-				-				-				0	%
		$	573,709			$	207,915			$	365,794				176	%

Other Expense

		Nine months ended September 30,						Percent
		2024			2023			Change			Change
Amortization of debt discount		$	418,523			$	621,539			$	(203,016	)			(33	)%
Interest expense			1,478,566				1,462,281				16,285				1	%
(Gain) loss on termination of lease			(6,770	)			-				(6,770	)			100	%
(Gain) loss on extinguishment of debt			(34,876	)			218,237				(253,113	)			(116	)%
(Gain) loss on derivative liability			(4,716	)			(2,359	)			(2,357	)			100	%
(Gain) loss on sale/disposal of assets			23,816				-				23,816				100	%
Other (income)			-				(896,680	)			896,680				100	%
Gain on contingent earnout			(367,056	)			-				(367,056	)			100	%
		$	1,507,487			$	1,403,018			$	104,469				7	%

Amortization of debt discount decreased during the three and nine months ended September 30, 2024, as compared to September 30, 2023 due to the change in outstanding debt related to the Green Tree acquisition reversal. Interest expense increased during the three and nine months ended September 30, 2024, as compared to September 30, 2023, due to the resumption of interest in Q3 2023 of the 12% Notes. The gain on warrant derivative liability reflects the change in the fair value of the 2019 Warrants which expired in Q2 2024. The loss on contingent earnout reflects the change in the fair value of the Green Tree Contingent Earnout liability which expired in Q2 2024.

Retail

		Three months ended September 30,						Percent
		2024			2023			Change			Change
Revenues		$	3,298,839			$	4,038,019			$	(739,180	)			(18	)%
Costs and expenses			(2,750,610	)			(3,403,102	)			652,492				(19	)%
Segment operating income		$	548,229			$	634,917			$	(86,688	)			14	%

		Nine months ended September 30,						Percent
		2024			2023			Change			Change
Revenues		$	10,673,842			$	14,228,202			$	(3,554,360	)			(25	)%
Costs and expenses			(8,848,802	)			(13,285,938	)			4,437,136				(33	)%
Segment operating income		$	1,825,040			$	942,264			$	882,776				94	%

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

Cultivation

		Three months ended September 30,						Percent
		2024			2023			Change			Change
Revenues		$	185,318			$	415,963			$	(230,645	)			(55	)%
Costs and expenses			(549,407	)			(1,272,117	)			722,710				(57	)%
Segment operating gain (loss)		$	(364,089	)		$	(856,154	)		$	492,065				(57	)%

		Nine months ended September 30,						Percent
		2024			2023			Change			Change
Revenues		$	778,109			$	2,044,810			$	(1,266,701	)			(62	)%
Costs and expenses			(1,369,489	)			(3,457,964	)			2,088,475				(60	)%
Segment operating loss		$	(591,380	)		$	(1,413,154	)		$	821,774				(58	)%

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

Liquidity

Sources of liquidity

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

Sources and uses of cash

We had cash of $245,367 and $969,676 as of September 30, 2024 and December 31, 2023, respectively. Our cash flows from operating, investing and financing activities were as follows:

		Nine months ended September 30,
		2024			2023
Net cash used in operating activities		$	(481,939	)		$	(1,147,432	)
Net cash used in investing activities		$	(45,631	)		$	(265,858	)
Net cash (used in) provided by financing activities		$	(196,739	)		$	(918,852	)

Net cash used in operating activities increased in 2024 due to the expiration and subsequent gain of the Green Tree contingent earnout and gain on extinguishment of debt due to the Centri promissory note.

Net cash used in investing activities for the nine months ended September 30, 2024 from September 30, 2023 decreased as a result of a lack of acquisition activity in 2024.

Net cash used in financing activities for the nine months ended September 30, 2024 decreased from September 30, 2023 due to the partial reversal of the acquisition of a portion of the Green Tree assets and the issuance of the 2024 Working Capital Note.

Capital Resources

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

Critical Accounting Policies

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

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

Business Combinations

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

Goodwill and Intangibles

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

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

Impairment of Long-lived Assets

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

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

Debt with Equity-linked Features

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

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

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

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

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

Equity-based Payments

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

Revenue Recognition

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

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

●

Step 1: Identify the contract with the customer;

●

Step 2: Identify the performance obligations in the contract;

●

Step 3: Determine the transaction price;

●

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

●

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

We carried out an evaluation under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024, the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Internal Control over Financial Reporting

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

●

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

●

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

●

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

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

Changes in Internal Control over Financial Reporting

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	TREES CORPORATION
Date: November 8, 2024	/s/ Adam Hershey
	Adam Hershey, Interim Chief Executive Officer
	Principal Executive Officer
	/s/ Edward Myers
	Edward Myers, Interim Chief Financial Officer
	Principal Financial and Accounting Officer

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