10-Q - CANN - Equibles

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 March 31, 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 415Lakewood, CO 80228

(Address of principal executive offices) (Zip Code)

(303) 759-1300

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Name of each exchange on which registered	Ticker symbol

| N/A | N/A | N/A |

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

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

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

Large accelerated filer	☐	Accelerated filer	☐

| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |

| | | Emerging growth company | ☐ |

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

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

As of May 15, 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	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART II. OTHER INFORMATION		19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TREES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

			December 31, <br><br>2023
Assets
Current assets
Cash and cash equivalents	414,225		$	969,676
Accounts receivable, net of allowance of 41,000 and 42,000, respectively	81,455			111,863
Inventories, net	801,022			860,918
Prepaid expenses and other current assets	394,086			411,911
Total current assets	1,690,788			2,354,368
Right-of-use operating lease asset	1,866,226			1,979,833
Property and equipment, net	1,355,424			1,395,104
Intangible assets, net	1,507,465			1,637,491
Goodwill	15,880,097			15,880,097
Total assets	22,300,000		$	23,246,893
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses	2,814,450		$	2,617,536
Interest payable	1,823,447			1,570,077
Income tax payable	529,748			392,765
Operating lease liability, current	849,686			846,201
Finance lease liability, current	79,259			205,400
Accrued stock payable	60,900			60,900
Accrued dividends	123,900			106,200
Warrant derivative liability	3,223			4,716
Accrued legal fees	90,000			102,000
Notes payable - current	990,067			1,092,382
Contingent Earnout Liability	469,907			367,056
Total current liabilities	7,834,587			7,365,233
Operating lease liability, non-current	1,106,199			1,218,392
Finance lease liability, non-current	610,238			501,248
Notes payable - non-current (net of unamortized discount)	13,993,311			14,013,861
Total liabilities	23,554,335			23,098,734
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit)
Preferred stock, no par value; 5,000,000 and 5,000,000 shares authorized;<br>1,180 and 1,180 issued and outstanding, respectively	1,073,446			1,073,446
Common stock, 0.001 par value; 200,000,000 and 200,000,000 shares authorized; 108,746,520 and 108,746,520 shares issued and outstanding, respectively	108,746			108,746
Additional paid-in capital	99,465,275			99,450,307
Accumulated deficit	(101,891,802	)		(100,484,340	)
Total stockholders’ equity (deficit)	(1,244,335	)		148,159
Total liabilities and stockholders’ equity (deficit)	22,300,000		$	23,246,893

All values are in US Dollars.

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended
	March 31,
	2024			2023
Revenue
Retail sales	$	3,685,881		$	5,110,619
Total revenue		3,685,881			5,110,619
Costs and expenses
Cost of sales		2,189,095			3,057,714
Selling, general and administrative		1,445,249			2,296,240
Stock-based compensation		14,968			27,396
Professional fees		323,573			607,544
Depreciation and amortization		190,344			292,842
Total costs and expenses		4,163,229			6,281,736
Operating loss		(477,348	)		(1,171,117	)
Other income (expenses)
Amortization of debt discount		(120,330	)		(181,677	)
Interest expense		(553,743	)		(449,311	)
Gain on derivative liability		1,493			1,307
Loss on contingent earnout		(102,851	)		—
Total other income (expenses)		(775,431	)		(629,681	)
Net loss before income taxes		(1,252,779	)		(1,800,798	)
Provision for income taxes		136,983			85,736
Net loss	$	(1,389,762	)		(1,886,534	)
Accrued preferred stock dividend		(17,700	)		(17,700	)
Net loss attributable to common stockholders	$	(1,407,462	)		(1,904,234	)
Per share data - basic and diluted
Net loss attributable to common stockholders per share	$	(0.01	)	$	(0.02	)
Weighted average number of common shares outstanding		108,746,520			118,664,094

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended March 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(1,389,762	)	$	(1,886,534	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount		120,330			181,677
Depreciation and amortization		190,344			292,842
Non-cash lease expense		113,607			19,421
Loss (gain) on contingent earnout		102,851			—
Loss (gain) on derivative liability		(1,493	)		(1,307	)
Stock-based compensation		14,968			27,396
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		30,408			(21,468	)
Prepaid expenses and other assets		17,825			(3,035	)
Inventories		59,896			(346,453	)
Income taxes		136,893			85,742
Accounts payable, accrued liabilities, and interest payable		438,284			1,148,754
Operating lease liabilities		(108,708	)		—
Net cash used in operating activities		(274,467	)		(502,965	)
Cash flows from investing activities
Purchase of property and equipment		(20,638	)		(24,310	)
Acquisition of Station 2 assets		—			(256,582	)
Net cash used in investing activities		(20,638	)		(280,892	)
Cash flows from financing activities
Payments on notes payable and finance lease		(260,346	)		(339,814	)
Net cash (used in) financing activities		(260,346	)		(339,814	)
Net (decrease) in cash and cash equivalents		(555,451	)		(1,123,671	)
Cash and cash equivalents, beginning of period		969,676			2,583,833
Cash and cash equivalents, end of period	$	414,225		$	1,460,162
Supplemental schedule of cash flow information
Cash paid for interest	$	—		$	28,425
Cash paid for taxes	$	—		$	6
Non-cash investing & financing activities
Non-cash debt issuance for acquisition of Station 2 assets	$	—		$	333,953
Issuance of accrued stock		17,700			17,700

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

	For the three months ended March 31, 2024
	Preferred Stock				Common Stock				Additional<br><br>Paid-		Accumulated
		Shares		Amount		Shares		Amount		in 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
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Net loss		—		—		—		—		—		(1,389,762	)		(1,389,762	)
March 31, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,465,275	$	(101,891,802	)	$	(1,244,335	)
	For the three months ended March 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Preferred Stock				Common Stock				Additional<br><br>Paid-		Accumulated
		Shares		Amount		Shares		Amount		in 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		—		—		—		—		27,396		—			27,396
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Net loss		—		—		—		—		—		(1,886,534	)		(1,886,534	)
March 31, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,626,157	$	(95,288,616	)	$	(4,529,651	)

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(Unaudited)

NOTE 1. NATURE OF OPERATIONS, HISTORY,AND PRESENTATION

Nature of Operations

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

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

●	Englewood, Colorado
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. 107^th^ Street (formerly Green Tree/Ancient Alternatives) – Medical and Recreationallicenses
---	---
●	Three (3) in Oregon
---	---
o	SW Corbett Avenue, Portland, OR – Medical and Recreational licenses
---	---
o	NE 102^nd^ Avenue, Portland, OR – Medical and Recreational licenses
---	---
o	7050 NE MLK, Portland, OR – Medical and Recreational licenses
---	---

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

●	SevenFive Farm – 3705 N. 75^th^ Street, Boulder – Retail cultivation license only
●	6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only
---	---

Basis of Presentation

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

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three months ended March 31, 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.

Use of Estimates

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

Concentrations of Credit Risk

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

Customer and Revenue Concentrations –Cultivation Segment

During the three months ended March 31,2024 and 2023, 100% of SevenFive’s revenue was with three customers and 88% of SevenFive’s revenue was with three customers, respectively. Three of the customers with sales in the three months ended March 31, 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

During the three months ended March 31, 2024 and 2023, 100% of Green Tree’s revenue was with three customers, and 88% of Green Tree’s 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.

Going Concern

We incurred net losses of $1,389,762 during the three months ended March 31, 2024 and $1,886,534 during the three months ended March 31, 2023 and had an accumulated deficit of $101,891,802 as of March 31, 2024. We had cash and cash equivalents of $414,225 and $969,676 as of March 31, 2024 and December 31, 2023, respectively.

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. We have incurred recurring losses and negative cash flows from operations since inception and have primarily funded our operations with proceeds from the issuance of debt and equity. We expect our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Summary of Significant Accounting Policies

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

Recently Issued Accounting Standards

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

NOTE 2. INVENTORIES, NET

Our inventories consisted of the following:

	March 31,		December 31,
	2024		2023
Raw materials	$	264,744	$	351,241
Work-in-progress and finished goods		536,278		509,677
Inventories, net	$	801,022	$	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 consolidated balance sheets. The finance lease ROU asset is included in property and equipment, net and the operating lease ROU asset is disclosed separately on the accompanying consolidated balance sheets. As the rate implicit in the Company’s leases is not readily determinable, we used an estimated incremental borrowing rate of 20% in determining the present value of lease payments.

Operating lease expense is as follows:

For the three months ended March 31,	2024		2023
Straight-line operating lease expense	$	217,024	$	393,265
Variable lease cost		53,610		202,826
Total operating lease expense	$	270,634	$	596,091

The finance lease expense for the three months ended March 31, 2024, and March 31, 2023, was approximately $41,823 and $50,000, respectively.

Related party leases

During the three months ended March 31, 2024, one of the Company’s operating leases, a cultivation facility lease, is a related party lease as the landlord is a principal shareholder and former board member of the Company. During the three months ended March 31, 2024, the related party operating leases consisted of one cultivation facility lease. As of March 31, 2024, the ROU asset, operating lease liability, current, and operating lease liability, non-current for the related party leases were $119,034, $120,000 and $3,637, respectively. Lease expense for related party leases was $30,000 and $127,790 for the three months ended March 31, 2024 and 2023, respectively.

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

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

Lease Maturities

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

Year ending December 31,	Operating leases			Finance lease
2024 (remaining nine months)	$	686,642		$	154,050
2025		708,439			171,043
2026		452,948			136,940
2027		302,095			143,102
2028		245,456			149,542
Thereafter		667,154			668,558
Total		3,134,734			1,423,235
Less: Present value adjustment		(1,178,849	)		(733,738	)
Lease liability		1,955,885			689,497
Less: Lease liability, current		(849,686	)		(79,259	)
Lease liability, non-current	$	1,106,199		$	610,238

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

As of March 31, 2024, the weighted average remaining term of the Company’s operating leases is 4.84 years and the remaining term on the finance lease is 8.75 years.

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

Supplemental cash flow information

For the three months ended March 31,	2024		2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability	$	270,634	$	373,840
Cash paid for amounts included in finance lease liability	$	41,823	$	50,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities	$	—	$	348,825

NOTE 4. ACCRUED STOCK PAYABLE

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

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

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

NOTE 5. NOTES PAYABLE

Our notes payable consisted of the following:

	March 31, 2024									December 31, 2023
	Third-party			Related-party			Total			Third-party			Related-party			Total
2022 12% Notes	$	13,167,796			332,204			13,500,000		$	13,167,796		$	332,204		$	13,500,000
Trees Transaction Notes		—			264,639			264,639			—			326,811			326,811
Green Tree Acquisition Notes		—			508,476			508,476			—			562,000			562,000
Green Man Acquisition Notes		1,427,500			—			1,427,500			1,555,000			—			1,555,000
Working Capital Note		500,000			—			500,000			500,000			—			500,000
Unamortized debt discount		(1,194,346	)		(22,891	)		(1,217,237	)		(1,312,427	)		(25,141	)		(1,337,568	)
Total debt		13,900,950			1,082,428			14,983,378			13,910,369			1,195,874			15,106,243
Less: Current portion		(725,428	)		(264,639	)		(990,067	)		(605,000	)		(487,382	)		(1,092,382	)
Long-term portion	$	13,175,522		$	817,789		$	13,993,311		$	13,305,369		$	708,492		$	14,013,861

Trees Transaction Notes

In January 2022, with the completion of the Trees MLK acquisition, we are obligated to pay the Seller cash equal to $384,873 in equal monthly installments over a period of 24 months. As of March 31, 2024 and 2023, the debt balance of this note was $264,639 and $224,508.96, respectively.

Green Man Acquisition Notes

In December 2022, with the completion of the Green Man Acquisition, we are obligated to pay the Seller cash equal to $1,500,000 in equal monthly installments over a period of 18 months. The payments begin in December 2023 and the payment is equal to $83,333 per month. The relative fair value of this obligation resulted in a debt discount of $275,154. We recorded amortization of debt discount expense from this obligation of $31,146 and $37,250 for the three months ended March 31, 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 $89,184 and $76,699 for the years ended March 31, 2024 and 2023, respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Legal

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

NOTE 7. STOCKHOLDERS’ EQUITY

2021 Preferred stock dividends

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

●	Authorized Number of Shares – 5,000

●	Voting Rights – None

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

●	Conversion – Each share of Series A Preferred is mandatorily<br>convertible into 300 shares of Common Stock upon a minimum capital raise of $5,000,000; sale, merger or business combination of the Company;<br>or the Company listing on a national securities exchange.
●	Redemption – No rights of redemption by 2021 Investors, nor mandatory redemption
---	---

As of March 31, 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 three months ended March 31, 2024 and 2023, respectively.

Stock-based compensation

Stock-based Awards

As of March 31, 2024, the Company has two active plans, the 2020 Omnibus Incentive Plan approved by the Board in November 2020 (“2020 Plan”) and the 2014 Equity Incentive Plan approved by the Board in October 2014 (“2014 Plan” and collectively with the 2020 Plan the “Stock Incentive Plans”) that allow the Board of Directors to grant stock-based awards to eligible employees, non-employee directors, and consultants of the Company and its subsidiaries. Under the Stock Incentive Plans, the Board may grant non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the Stock Incentive Plans is 25 million shares. As of March 31, 2024, stock-based awards for approximately 17.5 million shares are available to be issued under the Stock Incentive Plans.

Stock Options

The following summarizes Employee Awards activity:

					Weighted-
			Weighted-		Average
			Average		Remaining
	Number of		Exercise Price		Contractual		Aggregate
	Shares		per Share		Term (in years)		Intrinsic Value
Outstanding as of December 31, 2023		4,796,825	$	1.08		4.4	$	22,000
Granted		—		—
Forfeited or expired		—		—
Outstanding as of March 31, 2024		4,796,825	$	1.08		4.2	$	22,000
Exercisable as of March 31, 2024		4,796,825	$	1.08		4.2	$	22,000

As of March 31, 2024, there was no unrecognized compensation expense related to unvested employee awards.

We recorded nil in compensation expense for the three months ended March 31, 2024 and 2023, respectively.

Restricted Stock Awards

During the three months ended March 31, 2024, the Company granted 429,630 Restricted Stock Units 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 $13,894 in compensation expense during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 none of the RSU’s have vested.

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

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

Contingent Earnout Liability

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

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

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 March 31, 2024 and 2023, respectively.

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

The Company currently has a lease agreement with Dalton Adventures, LLC in which the Company leases 17,000 square feet of greenhouse space in Boulder, Colorado for $29,691 a month, of which $27,000 is base rent and $2,691 is property taxes. The base rent decreased to $10,000 per month starting in May 2023. The owner of Dalton Adventures, LLC is a principal shareholder and former board member of the Company. We have incurred $30,000 and $75,848 in related party lease expense for the three months ended March 31, 2024 and 2023, respectively. See Note 3 for further discussion of the Company’s obligations associated with related party leases.

NOTE 9. SEGMENT INFORMATION

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

Three months ended March 31,

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	3,685,881		$	248,642		$	(248,642	)	$	3,685,881
Costs and expenses		(3,116,260	)		(608,286	)		248,642			(3,475,904	)
Segment operating income	$	569,621		$	(359,644	)	$	—			209,977
Corporate expenses											(1,462,756	)
ERC Credits											—
Net loss from continuing operations before income taxes										$	(1,252,779	)
2023	Retail			Cultivation			Eliminations			Total
---	---	---	---	---	---	---	---	---	---	---	---	---
Revenues	$	5,110,619		$	684,017		$	(684,017	)	$	5,110,619
Costs and expenses		(4,535,568	)		(1,139,573	)		684,017			(4,991,124	)
Segment operating income	$	575,051		$	(455,556	)	$	—			119,495
Corporate expenses											(1,920,293	)
Net loss from continuing operations before income taxes										$	(1,800,798	)
	March 31,		December 31,
---	---	---	---	---
Total assets	2024		2023
Retail	$	20,017,565	$	20,491,961
Cultivation		1,888,387		1,736,685
Corporate		394,048		1,018,247
Total assets – segments		22,300,000		23,246,893
Intercompany eliminations		—		—
Total assets – consolidated	$	22,300,000	$	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 LookingStatements

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

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

Our Products, Services, and Customers

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

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

●	Englewood, Colorado
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. 107^th^ Street (formerly Green Tree/Ancient Alternatives) – Medical and Recreational licenses
---	---
●	Three (3) in Oregon
---	---
o	SW Corbett Avenue, Portland, OR – Medical and Recreational licenses
---	---
o	NE 102^nd^ Avenue, Portland, OR – Medical and Recreational licenses
---	---
o	7050 NE MLK, Portland, OR – Medical and Recreational licenses
---	---

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

●	SevenFive Farm – 3705 N. 75^th^ Street, Boulder – Retail cultivation license only
●	6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only
---	---

Our principal business model is to acquire, integrate and optimize cannabis companies in the retail and cultivation segments utilizing the combined experience of entrepreneurs and synergistic operations of our vertically integrated network. During the three months ended March 31,2024 and 2023, 100% of SevenFive’s revenue was with three customers and 88% of SevenFive’s revenue was with three customers, respectively. Three of the customers with sales in the three months ended March 31, 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

Results of Operations

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

	Three months ended<br><br> March 31,									Percent
	2024			2023			Change			Change
Revenues	$	3,685,881		$	5,110,619		$	(1,424,738	)		(28	)%
Costs and expenses		(4,163,229	)		(6,281,736	)		2,118,507			(34	)%
Other expense		(775,431	)		(629,681	)		(145,750	)		23	%
Net Loss before income taxes	$	(1,252,779	)	$	(1,800,798	)	$	548,019			(30	)%

Revenues

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

Costs and expenses

	Three months ended<br><br> March 31,							Percent
	2024		2023		Change			Change
Cost of sales	$	2,189,095	$	3,057,714	$	(868,619	)		(28	)%
Selling, general and administrative		1,445,249		2,296,240		(850,991	)		(37	)%
Stock-based compensation		14,968		27,396		(12,428	)		(45	)%
Professional fees		323,573		607,544		(283,971	)		(47	)%
Depreciation and amortization		190,344		292,842		(102,498	)		(35	)%
	$	4,163,229	$	6,281,736	$	(2,118,507	)		(34	)%

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

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

Stock-based compensation included the following:

	Three months ended<br><br> March 31,						Percent
	2024		2023		Change		Change
Restricted Stock Awards	$	14,968	$	13,894	$	1,074		8	%
	$	14,968	$	13,894	$	1,074		8	%

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

Professional fees consist primarily of accounting and legal expenses. Professional fees decreased for the three months ended March 31, 2024 as compared to March 31, 2023 due to the lack of unusual accounting activity in the first quarter of 2024 as compared to the 2023 period.

Depreciation and amortization decreased due to the reversal of the acquisition of a portion of the Green Tree assets and a revaluation of the Green Tree and Green Man acquisitions as of the year ended December 31, 2023.

Other Expense

	Three months ended<br><br> March 31,									Percent
	2024			2023			Change			Change
Amortization of debt discount	$	120,330		$	181,677		$	(61,347	)		(34	)%
Interest expense		553,743			449,311			104,432			23	%
(Gain) loss on derivative liability		(1,493	)		(1,307	)		(186	)		14	%
(Gain) loss on contingent earnout		102,851			—			102,851			100	%
	$	775,431		$	629,681		$	145,750			23	%

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

Retail

	Three months ended<br><br> March 31,									Percent
	2024			2023			Change			Change
Revenues	$	3,685,881		$	5,110,619		$	(1,424,738	)		(28	)%
Costs and expenses		(3,116,260	)		(4,535,568	)		(1,419,308	)		(31	)%
Segment operating income	$	569,621		$	575,051		$	(5,430	)		(1	)%

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

Cultivation

	Three months ended<br><br> March 31,									Percent
	2024			2023			Change			Change
Revenues	$	248,642		$	684,017		$	(435,375	)		(64	)%
Costs and expenses		(608,286	)		(1,139,573	)		(531,287	)		(47	)%
Segment operating loss	$	(359,644	)	$	(455,556	)	$	95,912			(21	)%

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

Liquidity

Sources of liquidity

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

Sources and uses of cash

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

	Three months ended<br><br> March 31,
	2024			2023
Net cash used in operating activities	$	(274,467	)	$	(502,965	)
Net cash used in investing activities	$	(20,638	)	$	(280,892	)
Net cash (used in) provided by financing activities	$	(260,346	)	$	(339,814	)

Net cash used in operating activities decreased in 2024 due to the reversal of the acquisition of a portion of the Green Tree assets.

Net cash used in investing activities for the three months ended March 31, 2024 from March 31, 2023 decreased as a result of a lack of acquisition activity in 2024.

Net cash used in financing activities for the three months ended March 31, 2024 decreased from March 31, 2023 due to the partial reversal of the acquisition of a portion of the Green Tree assets.

Capital Resources

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

Non-GAAP Financial Measures

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

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

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

Critical Accounting Policies

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

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

Business Combinations

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

Goodwill and Intangibles

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

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

Impairment of Long-lived Assets

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

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

Debt with Equity-linked Features

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

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

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

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

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

Equity-based Payments

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

Revenue Recognition

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

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

●	Step 1: Identify the contract with the customer;
●	Step 2: Identify the performance obligations in the contract;
---	---
●	Step 3: Determine the transaction price;
---	---
●	Step 4: Allocate the transaction price to the performance obligations in the contract; and
---	---
●	Step 5: Recognize revenue when the company satisfies a performance obligation.
---	---

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

We carried out an evaluation under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024, the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures were effective as of March 31, 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 FinancialReporting

There were no changes in our internal controls over financial reporting during the first 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

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 SALESOF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIORSECURITIES

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: May 14, 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

Exhibit 31.1

CERTIFICATIONS

Pursuant To Section 906 of the Sarbanes-OxleyAct Of 2002

(Subsections (A) And (B) Of Section 1350,Chapter 63 of Title 18, United States Code)

I, Adam Hershey, certify that:

I have reviewed this quarterly report on Form 10-Q of TREES Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

May 14, 2024
	/s/ Adam Hershey
	Adam Hershey, Interim Chief Executive Officer,<br><br>Principal Executive Officer

Exhibit 31.2

CERTIFICATIONS

Pursuant To Section 906 of the Sarbanes-OxleyAct Of 2002

(Subsections (A) And (B) Of Section 1350,Chapter 63 of Title 18, United States Code)

I, Edward Myers, certify that:

I have reviewed this quarterly report on Form 10-Q of TREES Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

May 14, 2024	/s/ Edward Myers
	Edward Myers, Interim Chief Financial Officer<br><br>Principal Financial and Accounting Officer

Exhibit 32.1

In connection with the Quarterly Report of TREES Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), Adam Hershey, the Company’s Principal Executive Officer, and Edward Meyers, the Company’s Principal Financial and Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company.
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May 14, 2024	/s/ Adam Hershey
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	Adam Hershey, Interim Chief Executive Officer,<br><br>Principal Executive Officer
May 14, 2024	/s/ Edward Myers
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	Edward Myers, Interim Chief Financial Officer<br><br>Principal Financial and Accounting Officer