UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form FORM 10-Q

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

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 31, 20182023

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

[   ] 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 File Number 333-223963

Minaro Corp.PINEAPPLE EXPRESS CANNABIS COMPANY

(Exact name of registrant as specified in its charter)

Nevada36-4864568

Nevada(State or other jurisdiction

of incorporation or organization)

7373(I.R.S. Employer

Identification No.)

State or Other Jurisdiction of

Primary Standard Industrial

Incorporation or Organization

12301 Wilshire BlvdSte 302, Los Angeles, CA90025

Classification Code Number

90025

36-4864568(Address of principal executive offices)

(Zip Code)

(888)245-5703

(Registrant’s telephone number, including area code)

N/A

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

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

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

IRS Employer

N/A

Identification Number

N/AN/A

Yulia Lazaridou,

President and Chief Executive Officer

Kleonos 8A,

Lakatameia, Cyprus, 2333

Tel. 35722000344

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) 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, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ( )

Large accelerated

Accelerated filer ( )

Non-accelerated filer ( )

Smaller reporting company (X)

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ( )       No (X)

State the numberAs of September 26, 2023, there were 20,344,550shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   2,800,000 common sharesstock, par value $0.001, issued and outstanding asoutstanding.

Table of July 31, 2018.Contents





MINARO CORP.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Page

Part I—Financial Information

Page

4

PART I

 FINANCIAL INFORMATION:

Item 1.

Financial Statements

4

Item 1.

Financial Statements (Unaudited)

3

Consolidated Balance Sheets as ofat July 31, 20182023 (Unaudited) and January 31, 2018

Interim Unaudited Statement2023

4
Consolidated Statements of Operations for the threeThree and six months ended July 31, 20182023 and 2017

July 31, 2022 (Unaudited)

4

5

Consolidated Statements of Changes in Stockholders’ Equity for the Three and six months ended July 31, 2023 and 2022 (Unaudited)

6

Interim Unaudited StatementConsolidated Statements of Cash Flows for the sixSix months ended July 31, 20182023 and 2017

2022 (Unaudited)

6

7

Notes to Unaudited Consolidated Financial Statements

8

Notes to the Interim Unaudited Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

11

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

13

Item 4.

Controls and Procedures

17

14

PART II

Part II—Other Information

OTHER INFORMATION:

14

Item 1.

Legal Proceedings

17

14

Item 1A.

Risk Factors

14

Item 1A

Risk Factors

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

14

Item 3.

Defaults Upon Senior Securities

17

15

Item 4.

Mine Safety Disclosures

15

Item 4.

5.

Submission of Matters to a Vote of Securities Holders

Other Information

17

15

Item 6.

Exhibits

15

Item 5.

Other Information

17

Signatures

Item 6.

Exhibits

18

Signatures

16

2

 

 2 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this quarterly report, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “might,” “will,” “should,” “goal,” “target” or “intends” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks and uncertainties are discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended January 31, 2023, filed with the Securities and Exchange Commission on May 24, 2023, as the same may be updated from time to time.

All forward-looking statements attributable to us in this Quarterly Report apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

3

 







PART 1 – I—FINANCIAL INFORMATION

ItemITEM 1. Financial StatementsFINANCIAL STATEMENTS

The accompanying interim financial statements of Minaro Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 3 






Minaro Corp.

BALANCE SHEET

As(Unaudited)

  July 31, 2023
(Unaudited)
  January 31, 2023
(Audited)
 
ASSETS        
Current Assets        
Cash and cash equivalents $-  $- 
Prepaid expenses  -   - 
Total Current Assets  -   - 
         
Other Assets        
Investment in subsidiary  842,460   - 
Due from related party  90,298   - 
Total Other Assets  932,758   - 
         
Fixed Assets        
Equipment, software, leasehold improvement, net  2,070   2,300 
Total Fixed Assets  2,070   2,300 
         
Total Assets $934,828  $2,300 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Liabilities        
Current Liabilities        
Accounts Payable $15,670  $1,306 
Related party loan  -   45,344 
Deposit for stock purchase  -   500,000 
Total Current Liabilities  15,670   546,650 
         
Total Liabilities $15,670  $546,650 
         
Commitments and Contingencies  -   - 
         
Stockholders’ Equity (Deficit)        
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 20,344,550 and 19,004,550 shares issued and outstanding, respectively  20,345   19,005 
Additional paid-in capital  688,302   19,641 
Retained Earnings / (Accumulated Deficit)  210,511   (582,996)
Total Stockholders’ Equity (Deficit)  919,158   (544,350)
         
Total Liabilities and Stockholders’ Equity (Deficit) $934,828  $2,300 

See accompanying notes, which are an integral part of these financial statements.

4

PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

Three and six months ended July 31, 20182023 and July 31, 2022

(Unaudited)

  2023  2022  2023  2022 
  For the Three Months Ended
July 31,
  For the Six Months Ended
July 31,
 
  2023  2022  2023  2022 
             
REVENUES $-  $-  $-  $4,650 
Cost of goods sold  -   -   -   - 
Gross Profit  -   -   -   4,650 
                 
OPERATING EXPENSES                
General and administrative expenses  (19,247)  (1,360)  (48,953)  (11,637)
TOTAL OPERATING EXPENSES  (19,247)  (1,360)  (48,953)  (11,637)
                 
Operating loss  (19,247)  (1,360)  (48,953)  (6,987)
                 
Other Income                
Income from equity-method investment  633,160   -   842,460   - 
Total Other Income  633,160   -   842,460   - 
                 
Income (loss) from operations before taxes  613,913   (1,360)  793,507   (6,987)
                 
PROVISION FOR INCOME TAXES  -   -   -   - 
                 
NET INCOME (LOSS)  613,913   (1,360)  793,507   (6,987)
                 
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED  0.03   (0.00)  0.04   (0.00)
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED  20,344,550   3,734,550   20,344,550   3,734,550 

 

See accompanying notes, which are an integral part of these financial statements.

5

 

ASSETS

  

  

  

Current Assets

  

July 31, 2018

January 31, 2018 (Audited)

Cash and cash equivalents

$

1,073

626

Prepaid expenses

  

225

450

Total Current Assets

  

1,298

1,076

  

  

  

  

Fixed Assets

  

  

  

Equipment, net

$

2,069

3,715

Total Fixed Assets

  

2,069

3,715

  

  

  

  

Total Assets

$

3,367

4,791

  

  

  

  

LIABILITIES AND STOCKHOLDER’S EQUITY

  

  

  

Liabilities

  

  

  

Current Liabilities

  

  

  

    Related party loan

$

7,650

7,650

Deferred revenue

  

-

2,800

Total Current Liabilities

  

7,650

10,450

  

  

  

  

Non-current Liabilities

  

  

  

   Deferred Tax Liability

  

289

-

Total Non-current Liabilities

$

289

-

  

  

  

  

Total Liabilities

  

7,939

10,450

  

  

  

  

Commitments and Contingencies

  

-

-

  

  

  

  

Stockholder’s Equity

  

  

  

Common stock, par value $0.001; 75,000,000 shares authorized, 2,800,000 shares issued and outstanding

  

2,800

2,800

Additional paid in capital

  

-

-

Retained earnings (accumulated deficit)

  

(7,372)

(8,459)

Total Stockholder’s Deficit

  

(4,572)

(5,659)

  

  

  

  

Total Liabilities and Stockholder’s Equity

$

3,367

4,791

 

 

 

 

 

 

 

 

 

 

 

 

PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Three and six months ended July 31, 2023 and 2022

(Unaudited)

  Shares  Amount  Capital  Deficit)  (Deficit) 
  Common Stock  Additional Paid-in  Retained Earnings (Accumulated  Total Stockholders’ Equity 
  Shares  Amount  Capital  Deficit)  (Deficit) 
                
Balance, January 31, 2022  3,734,550  $3,735  $17,756  $(80,396) $(58,905)
                     
Net loss for the six months ended July 31, 2022  -   -   -   (6,987)  (6,987)
                     
Balance, July 31, 2022  3,734,550  $3,735  $17,756  $(87,383) $(65,892)
                     
Balance, January 31, 2023  19,004,550  $19,005  $19,641  $(582,996) $(544,350)
                     
Issuance of common stock  1,340,000   1,340   668,661   -   670,001 
                     
Net income for the six months ended July 31, 2023  -   -   -   793,507   793,507 
                     
Balance, July 31, 2023  20,344,550  $20,345  $688,302  $210,511  $919,158 
                     
Balance, April 30, 2022  3,734,550  $3,735  $17,756  $(86,023) $(64,532)
                     
Net loss for the three months ended July 31, 2022  -   -   -   (1,360)  (1,360)
                     
Balance, July 31, 2022  3,734,550  $3,735   17,756   (87,383)  (65,892)
                     
Balance, April 30, 2023  20,344,550  $20,345   688,302  $(403,402) $305,245 
                     
Net gain for the three months ended July 31, 2023  -   -   -   613,913   613,913 
Net income (loss)  -   -   -   613,913   613,913 
                     
Balance, July 31, 2023  20,344,550   20,345   688,302   210,511   919,158 

See accompanying notes, which are an integral part of these financial statements

6

 

 4 PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS







Minaro Corp.

STATEMENT OF OPERATIONS

Three and sixSix months ended July 31, 20182023 and 20172022

(Unaudited)

  Six Months
Ended
July 31, 2023
  Six Months
Ended
July 31, 2022
 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income (loss) $793,507  $(6,987)
Adjustments to reconcile net income (loss) to net cash from operating activities:        
Depreciation  230   1,877 
Change in prepaid expenses  -   - 
Change in accounts payable  14,365   (4,445)
Income from equity-method investment  (842,460)  - 
CASH FLOWS FROM OPERATING ACTIVITIES  (34,358)  (9,555)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Related party loan  34,358   4,333 
CASH FLOWS FROM FINANCING ACTIVITIES  34,358   4,333 
         
NET CHANGE IN CASH  -   (5,222)
         
Cash, beginning of period  -   5,269 
         
Cash, end of period  -  $47 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Interest paid $-  $- 
Income taxes paid $-  $- 

  

  

 

Three months ended

July 31, 2018

Three months ended

July 31, 2017

 

 

 

Six months ended

July 31, 2018

 

 

 

Six months ended

July 31, 2017

 

  

  

  

  

 

 

 

  

 

 

 

  

 

REVENUES

$

3,850

-

 

 

 

11,650

 

 

 

-

 

Gross Profit

  

3,850

-

 

 

 

11,650

 

 

 

-

 

  

  

  

  

 

 

 

  

 

 

 

  

 

OPERATING EXPENSES

  

  

  

 

 

 

  

 

 

 

  

 

General and Administrative Expenses

  

(5,089)

(16

)

 

 

(10,274

)

 

 

(16

)

TOTAL OPERATING EXPENSES

  

(5,089)

(16

)

 

 

(10,274

)

 

 

(16

)

  

  

  

  

 

 

 

  

 

 

 

  

 

NET INCOME/LOSS FROM OPERATIONS

  

(1,239)

(16

)

 

 

1,376

 

 

 

(16

)

  

  

  

  

 

 

 

  

 

 

 

  

 

PROVISION FOR INCOME TAXES

  

-

-

 

 

 

289

 

 

 

-

 

  

  

  

  

 

 

 

  

 

 

 

  

 

NET INCOME/LOSS

$

(1,239)

(16

)

 

 

1,087

 

 

 

(16

)

  

  

  

  

 

 

 

  

 

 

 

  

 

NET INCOME PER SHARE: BASIC AND DILUTED

$

(0.00)

(0.00

)

 

 

0.00

 

 

 

(0.00

)

  

  

  

  

 

 

 

  

 

 

 

  

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

  

2,800,000

2,800,000

 

 

 

2,800,000

 

 

 

2,800,000

 

  

  

  

  

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes, which are an integral part of these financial statementsstatements.

7

 

 5 PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2023







Minaro Corp.

STATEMENT OF CASH FLOWS

Six months ended April 30, 2018 and 2017

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

Six months ended

July 31, 2018

 

 

 

Six months ended

July 31, 2017

 

Net Income

$

1,087

 

 

$

(16

)

Adjustments to reconcile net loss to net cash from operating activities:

 

  

 

 

 

  

 

Depreciation

 

2,566

 

 

 

-

 

Decrease in prepaid expenses

 

225

 

 

 

-

 

Decrease in deferred revenue

 

(2,800

)

 

 

-

 

Increase in deferred income tax

 

289

 

 

 

-

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

1,367

 

 

 

(16

)

  

 

  

 

 

 

  

 

CASH FLOWS FROM INVESTING  ACTIVITIES 

 

  

 

 

 

  

 

Purchase of Fixed Assets

 

(920

)

 

 

-

 

CASH FLOWS USED IN INVESTING  ACTIVITIES 

 

(920

)

 

 

-

 

  

 

  

 

 

 

  

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

  

 

 

 

  

 

Related party loan

 

-

 

 

 

100

 

Capital Stock

 

-

 

 

 

2,800

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

-

 

 

 

2,900

 

  

 

  

 

 

 

  

 

NET CHANGE IN CASH

 

447

 

 

 

2,884

 

  

 

  

 

 

 

  

 

Cash, beginning of period

 

626

 

 

 

-

 

  

 

  

 

 

 

  

 

Cash, end of period

$

1,073

 

 

$

2,884

 

  

 

  

 

 

 

  

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

  

 

 

 

  

 

Interest paid

$

-

 

 

$

-

 

Income taxes paid

$

-

 

 

$

-

 

See accompanying notes, which are an integral part of these financial statements

 6 







Minaro Corp.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2018

(Unaudited)

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Minaro Corp.  (“the Company”) was incorporatedPineapple Express Cannabis Company is based in Los Angeles, California. The Company’s wholly owned operating subsidiary, Ananas Growth Ventures, serves as an incubator, helping early-stage ventures and startups in the State of Nevada on March 14, 2017.cannabis sector through funding, mentoring, and training. The Company is locatedalso engaged in Cyprus. Its businesslegal cannabis retail through its 50% owned equity method investee, Pineapple Consolidated Inc. (“PCI”). PCI runs Pineapple Express, a cannabis retailer and owns and manages retail cannabis ventures. PCI seeks to become a leading portfolio management company in the U.S. cannabis industry. With its headquarters in Los Angeles, Pineapple Express is production of 3D visualizations (3D exteriorrapidly increasing its footprint throughout California and is looking to scale into underdeveloped markets.

PCI has executed management contracts for commercial space and interior renderings, prototyping, 3D modeling). Minaro Corp. is going to provide our clients10% revenue sharing with the high quality products, visualizing their thoughts and ideas. Our goal at the beginning of each new project is to reach the highest level of our client vision understandingeight entities in order to transformwhich it into stunning 3D design visualization.holds an equity interest through its wholly owned subsidiary, PNPL Holdings, Inc. Those entities are shown below:

PNPLXpress X, Inc. (“Van Nuys Dispensary”): 10% as of July 31, 2023 (dispensary and delivery).
Goldstar Industrees (“Northridge Dispensary”): 39% as of July 31, 2023 (dispensary and delivery).
PNPLXpress, Inc. (“Hollywood Dispensary”): 10% equity interest as of July 31, 2023 (dispensary and delivery).
PNPLXpress II, Inc. (“Northeast LA Dispensary”): 49% interest as of July 31, 2023 (dispensary and delivery).
Pineapple Equities, Inc. (“Beverly Grove Dispensary”): 24% equity interest as of July 31, 2023 (dispensary and delivery).
5660 W. Pico & Hope (Mid-Wilshire Dispensary): 49% equity interest as of July 31, 2023 (dispensary and delivery).
2378 Westwood Partners (Westwood Dispensary): 49% equity interest as of July 31, 2023 (dispensary and delivery).
19841 Ventura & Hope (Woodland Hills Dispensary): 49% equity interest as of July 31, 2023 (dispensary and delivery).
1485 W. Sunset & Hope (Echo Park Dispensary): 29% equity interest as of July 31, 2023 (dispensary and delivery).

Note 2 – GOING CONCERNSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in conformityaccordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”), which contemplate continuation and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as a going concern. Therefore, there is substantial doubt aboutof July 31, 2023 and the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent,results of operations and cash flows for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is January 31.periods presented. The results of operations for the three and six months ended July 31, 20182023 are not necessarily indicative of the operating results of operations for the full year. fiscal year or any future period.

These unaudited consolidated financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotesrelated notes thereto included in the Company’s Annual Report on Form S-110-K for the yearperiod ended January 31, 2019,2023 filed with the SecuritiesSEC on May 24, 2023.

Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and Exchange Commission. The accompanying condensedthe consolidated results of its operations for the periods presented.

Principles of Consolidation

These unaudited consolidated financial statements have been prepared byin accordance with U.S. GAAP and include the accounts of the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

8

PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2018 and for the related periods presented.2023

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Prepaid Expenses

Prepaid Expenses are recorded at fair market value. The Company had $225 in prepaid rent as of July 31, 2018.

Customer Deposits

Customer Deposits discloses a liability to customers for products. A customer deposit is an amount paid by a customer to a company prior to the company providing it with goods. The Company had $0 in customer deposit as of July 31, 2018.

Deferred Revenue

Deferred revenue, or unearned revenue, refers to advance payments for products or services that are to be delivered in the future. The Company had $0 in deferred revenue as of July 31, 2018.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 7 

Equipment







Minaro Corp.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2018

(Unaudited)

Equipment

Equipment is stated at cost, net of accumulated depreciation. The cost of equipment and software is depreciated using the straight-line method over one and five years and the cost of leasehold improvement is depreciated using the straight-line method over one year.year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the equipment'sequipment’s useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation, is removed from the appropriatedappropriate accounts and the resultant gain or loss is included in net income.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended July 31, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”)ASC 606, “Revenue from Contracts with Customers”. ASC 606 adoption iswas adopted on February 1, 2018. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a 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 Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue(a) revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract(b) contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance(c) performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significantand (d) significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the threesix months ended April 30, 2018,July 31, 2023, the Company has generated $7,800 revenue.did not generate any revenues.

9

 

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

In March 2016,Impact of COVID-19 on the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation – Stock Compensation” (Topic 718): ImprovementsCompany

The global outbreak of COVID-19 has led to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based paymentssevere disruptions in general economic activities, as businesses and governments have taken broad actions to employees. Among other things, undermitigate this public health crisis. Although the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”), but will instead record such items as income tax expense or benefitCompany has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company’s business in the income statement,future.

The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and APIC poolsfinancial condition will depend on future developments, which are highly uncertain and cannot be eliminated. Companies will apply this guidance prospectively. Another componentpredicted, including, but not limited to, the duration and spread of the new guidance allows companiesoutbreak, its severity and longevity, the actions to makecurtail the virus and treat its impact (including an accounting policy election foreffective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

As a result of the impact of forfeituresCOVID-19 on capital markets, the recognitionavailability, amount, and type of expense for share-based payment awards, whereby forfeitures canfinancing available to the Company in the near future is uncertain and cannot be estimated,assured and is largely dependent upon evolving market conditions and other factors.

The Company intends to continue to monitor the situation and may adjust its current business plans as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. All of themore information and guidance is effective for fiscal years beginning after December 15, 2016. Adoption of the ASU had no impact on our financial statements.become available.

In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Note 3 – RELATED PARTY TRANSACTIONS

The Company is currently evaluating the impactowed $90,298 from its related party equity method investee, Pineapple Consolidated, Inc. (“PCI”), as of this guidance, if any, on its financial statements and related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard is effective for annual reporting periods beginning after December 15, 2017 including interim periods within that reporting period. ASU 2014-09 adoption is on February 1, 2018.

 8 







Minaro Corp.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2018

(Unaudited)

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the six months ended July 31, 2018 there were no potentially dilutive debt or equity instruments issued or outstanding.

Note 4 – RELATED PARTY TRANSACTIONS

The Company’s sole director has loaned to the Company $7,650.2023. This loan is unsecured, non-interest bearing and due on demand.

Note 54COMMITMENTS AND CONTINGENCIES

The Company has entered intocurrently subleases office space at 12301 Wilshire Blvd. #302, Los Angeles, CA 90025 through PCI, the Company’s 50% owned equity method investee. The monthly rent is waived and the lease is on a one year rental agreementmonth-to-month basis while the Company looks for a $225 monthly fee, starting on September 1, 2017.more permanent office location.

From time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the financial statements with respect to any matters.

Note 65INCOME TAXES

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of July 31, 2018 the Company had net operating loss carry forwards of approximately $7,083 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The valuation allowance at July 31, 2018 was approximately $1,487. The net change in valuation allowance during the six months ended July 31, 2018 was $(289). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. 

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of July 31, 2018.  All tax years since inception remain open for examination by taxing authorities.

The provision for Federal income tax consists of the following: 

 

  

As of   July 31, 2018

As of  January 31, 2018

  

Non-current deferred tax assets:

  

  

 

  

Net operating loss carry forward

$

(7,083)

(1,776)

  

Valuation allowance

$

7,083

1,776

  

Net deferred tax assets

$

-

-

  


 9 







Minaro Corp.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2018

(Unaudited)

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the six months ended July 31, 2018 as follows:

  

  

As of July 31, 2018

 

 

 

As of January 31, 2018

 

Computed “expected” tax expense (benefit)

  

$

289

 

 

 

(1,392

)

Change in valuation allowance

$

(289

)

 

 

1,392

 

Actual tax expense (benefit)

$

-

 

 

 

-

 

The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.

Note 7 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to July 31, 2018,2023, through August 31, 2018,Sep 25, 2023, and has determined that it does not have any material subsequent events to disclose in these unaudited financial statements.

10

 

ITEM 2.

MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statement noticeITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27AThe following discussion and analysis of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

DESCRIPTION OF BUSINESS

Corporate History

The Company was incorporated as “Minaro Corp.” under the laws of the State of Nevada on March 14, 2017. Minaro has only one officer and director who is Yulia Lazaridou. We are engaged in business of 3D design and we intend to provide 3D rendering, animation and architectural visualization services to architects, builders, advertising agencies, interior designers and related.

On March 14, 2017, the Company issued 2,800,000 shares of restricted common stock to Yulia Lazaridou. The value of these shares is $2,800 based on the par value of $0.001 per share of common stock.

 10 







On October 2nd, 2017, we consummated an agreement with Hewlett Packard Co., Ltd, which filed as exhibit 10.4 to this registration statement, for the purchase of equipment to be used in our 3D rendering. It says that Hewlett Packard Co., Ltd. is our supplier from which we should receive the following Goods: Laptop, UHD Monitor, Capture Pen and Touch Tablet, AutoCAD, Adobe Photoshop and other equipment and software to start our business. The Hewlett Packard Co., Ltd. should sell, transfer and deliver the Goods to Minaro Corp. The sum should be in USD currency. We have to make payment by wire transfer for the Goods at the terms specified in the invoice but not less than 50% of the invoice amount to Hewlett Packard Co., Ltd. The Goods should be deemed received by Minaro Corp. (with registration Kleonos 8A, Lakatameia, 2333, Cyprus) when delivered to our Company current rented office space at 39 Markou Mpotsari, Kaimakli, 1037 Nicosia, Cyprus.

About 3D design with visualization

The term 3D visualization is used synonymously with 3D graphics, 3D rendering, computer generated imagery (CGI), and other terms. They all basically refer to the process by which graphical content is created using 3D software. It’s a technology that has become mainstream over the last few decades and has evolved into one of the most viable options for producing high- quality digital content. Three-dimensional rendering and 3D modeling is accomplished by taking two-dimensional forms and giving them volume. Created with specialized software, the computer-generated images are wide used in architecture.

Minaro Corp. produces 3D visualizations (3D exterior for commercial space and interior renderings, prototyping, 3D modeling). We are the startup in this area, but we believe we can reach the highest level- to enter the international level and become a part of 3D developers of a global scale. Minaro Corp. is going to provide our clients with the high quality products, visualizing their thoughts and ideas.

During the work process we would like keeping our clients up to date on our progress, so they can follow us and know in advance what the finished product will look like.

Minaro Corp. is fast, affordable and our main goal is to make each client being pleased with the result and willing to develop a long-term cooperation. Minaro Corp. operates in a highly collaborative manner with each client utilizing their knowledge and talents to achieve a total client satisfaction.

Our goal at the beginning of each new project is to reach the highest level of our client vision understanding to transform it into stunning 3D design visualization.

Operational Plan

Minaro is a start-up stage company incorporated in Nevada engaged in providing 3D design service for commercial spaces. Minaro is committed to the providing service in Cyprus. Rather than focus on providing 3D design service in one market, Minaro intends to pursue providing 3D design with visualization and organization of commercial space in the global marketplace through internal growth, industry leading development of high quality service, marketing.

Minaro plans to become a rapidly growing specialty designer who will offer the service of 3D design for commercial spaces produced and designed by us. Our service will include, but will not strictly be limited to, produces 3D visualizations that include 3D exterior for commercial space and interior renderings, prototyping, 3D modeling and other 3D design related merchandise. We intend to expand and develop our business throughout Cyprus and internationally, into a well-recognized and respected company. Currently, we have active agreements with ASBILI and Twidel Co., to provision of service to the client for a period of one year.

Our current plan is to provide 3D design service in the minimum quantity ordered per our existing agreement with ASBILI.

Equipment and raw materials

The Company has in use a Laptop Intel Core i7. In the work Minaro Corp. going to use the program such AutoCAD (commercial computer-aided design (CAD) and drafting software application), SketchUp (3D modeling computer program for a wide range of drawing applications such as architectural, interior design, landscape architecture, civil and mechanical engineering), Adobe Photoshop (raster graphics editor), Autodesk 3ds Max (professional 3D computer graphics program for making 3D animations, models) and Revit (building information modeling software for architects, structural engineers, MEP engineers, designers and contractors). This programs are important for our service, as they have excellent speed and accuracy, optimal set of functions, easy to use, good value for money, proven as reliable programs and can perform a variety of tasks.   

Specifications of our MSI - 18.4" Laptop - Intel Core i7:

 11 






Model

Brand

MSI

Series

GT Series

Model

GT83VR TITAN SLI-024

Brief info

Color

Aluminum Black

Operating System

Windows 10 Home 64-Bit

CPU

Intel Core i7-6920HQ 2.9 GHz

Screen

18.4"

Memory

64 GB DDR4

Storage

1 TB HDD + 1 TB SSD

Optical Drive

BD Burner

Graphics Card

Dual GeForce GTX 1080 SLI

Video Memory

16 GB GDDR5X (8 GB each)

Communication

Gigabit LAN and WLAN

Deminsions (WxDxH)

16.85" x 12.36" x 1.66"-2.52"

Weight

13.13 lbs.

Order Execution Process

Our order execution process in general can be described as below:

The most important stage is to be known about the:

1. Measurement (size of the room),

2. The tasks (what will be built, under whom, for how many people)

3. Concept development (future plan / planning decision)

4. Sketches (3D model in sketchpad for example)

5. Visualizations

6. Drawings (technical documentation)

The process of 3d architectural visualization begins with the collection of all the documents necessary for the project such as AutoCAD drawings and photographs of the project, videos, images, reference materials, target audience and expected objectives. Once the documents are collected they are being reviewed and analyzed to evolve the right action plan to assure the best output. The texture (for a more realistic look) and appropriate lighting (for the enhancement of the layout with landscape) are the last touches applied to the shorts prior to 3D rendering.

Prices

Interior Design

FULL PROJECT

AUTHOR SUPPORT

40 $ per m2

Included:

concept development;

preliminary design;

3D-visualization;

working documentation (plans, specifications of equipment, furniture, finishes);

2 options for editing if necessary.

10 $ per m2

Included:

control of the construction site once a week for 1 year;

assistance in procurement and selection of filling.

 12 






Architecture

ARCHITECTURAL WORKING DOCUMENTATION

ARCHITECTURAL SKETCH PROJECT

20 $ per m2

Included:

Scheme of the master plan based on the survey of the site (GP);

Architectural solutions (AR):

- installation plans

- Facades

- specification of door / window openings (outside)

10 $ per m2

Included:

Architectural solutions up to 3 variants (ÀÐ);

3D visualization is sketchy;

Technical and economic indicators

Webpage and Marketing

We plan to market our services in Cyprus. Architectural visualization services we plan on providing are highly dependent on construction industry in Cyprus.

Initially, our services will be promoted by our President, Yulia Lazaridou. She will discuss our product with her friends and business associates. The marketing and advertising will be targeted to architects, builders, advertising agencies, interior designers and various sectors which have need of 3D visualization in Cyprus. We intend to develop and maintain a database of potential clients who may want to use Minaro’s services. We will follow up with these clients periodically and offer them free presentations and special discounts from time to time. Our methods of communication will include: phone calls and emails. We will ask our satisfied clients for referrals.

We will market and advertise our product on our web site (www.minaro-corp.com) by showing its advantages over visualization services offered by other companies. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options.  We intend to promote our website by displaying it on our promotion materials.

We plan to expand our services to USA market in the future only when or if we have the available resources and growth to warrant it. Currently this option is questionable. 

We intend to continue our marketing efforts during the life of our operations. We intend to spend from $500 to $8,000 on marketing efforts during the first year. There is no guarantee that we will be able to attract or retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Office facilities

The Company leases a 32-square meter office space located at 39 Markou Mpotsari, Kaimakli, Nicosia, 1037, Cyprus. The lease contract was signed for a one-year term from September 1st, 2017 with the option of expansion for an additional one-year term.

  Customers

Minaro Corp. has two customers, ASBILI and Twidel Co. as of April 30, 2018. The agreements with this customers are filed as Exhibit 10.3 and Exhibit 10.5 to this registration statement.

Competitors

There are many well-established 3D design companies that provide service in our area like K3d Architectural 3d & Graphic Art, SPOON Ltd., Changa Vision, Bizzy Bee Media etñ.  Most of our competitors have greater financial resources than we do and will be able to withstand sales or price decreases better than we can. We also expect to continue to face competition from new market service entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.operations of Pineapple Express Cannabis Company and its subsidiaries (together, the “Company” or “Pineapple Express Cannabis”) should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors section of our Annual Report on Form 10-K for the year ended January 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2023, as the same may be updated from time to time. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

We are based in Los Angeles, California. Our wholly owned operating subsidiary, Ananas Growth Ventures, serves as an incubator, helping early-stage ventures and startups in the cannabis sector through funding, mentoring, and training. We are also engaged in legal cannabis retail through our 50% owned equity method investee, Pineapple Consolidated Inc. (“PCI”). PCI runs Pineapple Express, a cannabis retailer, and owns and manages retail cannabis ventures. PCI seeks to become a leading portfolio management company in the U.S. cannabis industry. With its headquarters in Los Angeles, Pineapple Express is rapidly increasing its footprint throughout California and is looking to scale into underdeveloped markets.

PCI has executed management contracts for 10% revenue sharing with eight entities in which it holds an equity interest through its wholly owned subsidiary, PNPL Holdings, Inc. Those entities are shown below:

PNPLXpress X, Inc. (“Van Nuys Dispensary”): 10% as of July 31, 2023 (dispensary and delivery).
Goldstar Industrees (“Northridge Dispensary”): 39% as of July 31, 2023 (dispensary and delivery).
PNPLXpress, Inc. (“Hollywood Dispensary”): 10% equity interest as of July 31, 2023 (dispensary and delivery).
PNPLXpress II, Inc. (“Northeast LA Dispensary”): 49% interest as of July 31, 2023 (dispensary and delivery).
Pineapple Equities, Inc. (“Beverly Grove Dispensary”): 24% equity interest as of July 31, 2023 (dispensary and delivery).
5660 W. Pico & Hope (Mid-Wilshire Dispensary): 49% equity interest as of July 31, 2023 (dispensary and delivery).
2378 Westwood Partners (Westwood Dispensary): 49% equity interest as of July 31, 2023 (dispensary and delivery).
19841 Ventura & Hope (Woodland Hills Dispensary): 49% equity interest as of July 31, 2023 (dispensary and delivery).
1485 W. Sunset & Hope (Echo Park Dispensary): 29% equity interest as of July 31, 2023 (dispensary and delivery).

Recent Developments

On December 18, 2022, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Yulia Lazaridou, our then-majority stockholder, PCI, and the PCI stockholders (collectively, the “PCI Stockholders”). Pursuant to the terms of the Exchange Agreement, the PCI Stockholders exchanged an aggregate of 50,000 shares of PCI common stock, representing 50% of the outstanding PCI common stock, for 18,000,000 shares of our common stock.

11

 

 13In addition, on December 18, 2022, in a transaction related to and a condition to the Exchange, Ms. Lazaridou and the Company entered into that certain Resignation, Separation and Release Agreement (the “Resignation Agreement”), pursuant to which (i) we redeemed 2,800,000 shares of Company common stock owned by Ms. Lazaridou (the “Lazaridou Shares”) in exchange for a payment by us of $540,904; and (b) Ms. Lazaridou resigned as our sole director and officer, effective as of December 21, 2022.


In order to fund the payment for the Lazaridou Shares, contemporaneous with the Exchange, on December 18, 2022, PCI loaned $540,904 to us. The loan (the “PCI Loan”) matures on June 30, 2023 and earns interest at an annual rate of 1%.



In addition, on December 18, 2022, Ms. Lazaridou, as sole director and majority stockholder, (i) elected Matthew Feinstein as sole director of the Company; (ii) appointed Mr. Feinstein as Chief Executive Officer, President, Chairman of the Board and Interim Chief Financial Officer of the Company; (iii) accepted Ms. Lazaridou’s resignation; (iv) approved the Exchange Agreement; and (v) approved the Resignation Agreement.

RESEARCH AND DEVELOPMENT EXPENDITURESAs a result of the above-described transactions, the Company is 50% owned by the PCI Stockholders and PCI is 50% owned by the Company.

We have not incurred any research expenditures sinceOn December 30, 2022, we notified Financial Industry Regulatory Authority (“FINRA”) of our incorporation.intent to change our corporate name from “Minaro Corp.” to “Pineapple Express Cannabis Company” and to change our trading symbol to PNXP. These corporate actions were subject to FINRA review and clearance which was received during this reporting period.

BANKRUPTCY OR SIMILAR PROCEEDINGSOn January 5, 2023, we filed Restated Articles of Incorporation (the “Restated Articles”) with the State of Nevada. The Restated Articles had the effect of (i) changing our corporate name to “Pineapple Express Cannabis Company”; and (ii) creating a class of 10,000,000 authorized shares of preferred stock.

ThereResults of Operations

Three Months Ended July 31, 2023 Compared to Three Months Ended July 31, 2022

Revenues

For the three months ended July 31, 2023 and 2022, the Company generated revenues of $0 and $0, respectively. No change has been no bankruptcy, receivership or similar proceeding entered into either voluntarily bynoted from the respective periods.

Cost of Goods Sold

For the three months ended July 31, 2023 and 2022, the cost of goods sold was $0 and $0, respectively.

Total Operating Expenses

Total operating expenses for the three months ended July 31, 2023 and 2022 were $19,247 and $1,360, respectively. The increase was primarily due to an increase in legal fees and audit fees, partly due to the sale of the Company and involuntarily againstthe acquisition of PCI by the Company.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in Operating expenses for the ordinary course of business.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

We do not believe that any existing or probable government regulation on our business, including any applicable export or import regulation or control imposed by Cyprus will have a material impact on the way we conduct our business.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have no employees as of the date of this report. Our sole officer and director, Yulia Lazaridou, currently devotes as much time as needed to provide management services to company matters. After receiving funding, Ms. Lazaridou plans to devote as much time to the operation of the Company as she determines is necessary for her to manage the affairs of the Company. As our business and operations increase, we will assess the need for full-time management and administrative support personnel.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  

RESULTS OF OPERATIONS

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

LIQUIDITY AND CAPITAL RESOURCES

As atthree months ended July 31, 2018, our total assets were $3,367. Total assets were comprised2023 consisted of $1,298 in current assetsdepreciation expense of $115; legal fees of $10,359; audit fees of $2,000; and $2,069 in fixed assets.

As atprofessional fees of $6,773. Operating expenses for the three months ended July 31, 2018, our current liabilities were $7,5602022 consisted of bank charges of $32; depreciation expense of $938; professional fees of $235; and Stockholders’ deficitother expenses of $155.

Net Income (Loss)

Net income (loss) for the three months ended July 31, 2023 and 2022 was $4,283.$613,913 and ($1,360) respectively. The increase in net income was primarily due to recognition of gain from the PCI subsidiary using the equity-investment method.

CASH FLOWS FROM OPERATING ACTIVITIES

Six Months Ended July 31, 2023 Compared to Six Months Ended July 31, 2022

Revenues

For the six months ended July 31, 2018 net cash flows used2023 and 2022, the Company generated revenues of $0 and $4,560, respectively. The decrease in operating activities was $1,367.revenue is due to the company’s transition from focusing on architectural design services to a focus on the cannabis industry.

Cost of Goods Sold

For the six months ended July 31, 2017 net cash flows used in2023 and 2022, the cost of goods sold was $0 and $0, respectively.

Total Operating Expenses

Total operating activities was negative $16.

CASH FLOWS FROM INVESTING ACTIVITIES

 14 







Forexpenses for the six months ended July 31, 2018 we have generated $9202023 and 2022 were $48,953 and $11,637, respectively. The increase was primarily due to an increase in legal fees and audit fees, largely due to the sale of cash used in investing activities.

Forthe Company and subsequent acquisition of PCI by the Company. Operating expenses for the six months ended July 31, 2017 we have generated $02023, consisted of cash used in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

Fordepreciation expense of $230; legal fees of $26,381; audit fees of $14,500; and professional fees of $7,842. Operating expenses for the six months ended July 31, 2018 net cash flows used in financing activities was $0.2022 consisted of bank charges of $99; depreciation expense of $1,712; professional fees of $9,661; and other expenses of $165.

ForNet Income (Loss)

Net income (loss) for the six months ended July 31, 20172023 and 2022 was $613,913 and ($6,987) respectively. The increase in net income was primarily due to recognition of gain from the PCI subsidiary using the equity-investment method.

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Liquidity and Capital Resources

As of July 31, 2023, the Company had cash of $0 and retained earnings of $211,511. To date, we have financed our operations primarily through the issuance of debt and equity sourced capital.

The following table sets forth a summary of our cash flows usedfor the six months ended July 31, 2023 and 2022:

  

Six Months Ended

July 31,

 
  2023  2022 
Net cash used in operating activities $(34,358) $(9,555)
Net cash provided by investing activities  -   - 
Net cash provided by financing activities  34,358   4,333 
Net decrease in cash  -   (5,222)
Cash, beginning of period  -   5,269 
Cash, end of period $-  $47 

Since inception, we have financed our cash flow requirements primarily through issuance of common stock and debt financing. As we expand our activities, we may continue to experience net negative cash flows from operations. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. There can be no assurance that we will be able to obtain financing on commercially acceptable terms, if at all.

We anticipate that we will incur operating losses in financing activities was $2,900.the next 12 months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect.

MANAGEMENT’S DISCUSSION AND ANALYSISCritical Accounting Policies and Estimates

You  should read  the followingOur management’s discussion and analysis of our financial condition and results of operations togetheris based on our unaudited consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of our unaudited consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the related  notesreported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other financial information  included elsewhere in this report.  Some  of the  information  contained in this  discussion and analysis or set forth elsewhere  in  this  report,  including  information  with  respect  to  our  plans  and  strategy  for  our  business and related financing, includes forward-looking statementsassumptions that involve  risks  and  uncertainties.

We  qualify  as  an  “emerging  growth  company”we believe are reasonable under the JOBS  Act.  As a  result,  we are permitted  to,  and intend to, rely  on  exemptionscircumstances. Actual results may differ from certain  disclosure  requirements.  For so long as we  are an emerging  growth  company,  we will not be required to:these estimates under different assumptions or conditions.

·        Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the  Sarbanes-Oxley Act;Off-Balance Sheet Arrangements

·        Provide  an auditor attestation with respect to management’s report on the effectiveness of our internal controls over  financial reporting;

·        Comply  with any requirement that may be adopted by the  Public Company Accounting Oversight Board  regarding mandatory audit firm rotation or a supplement  to the auditor’s report providing  additional  information about the audit and the  financial statements (i.e., an auditor discussion and analysis);

·        Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·        Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

We  will  remain  an  “emerging  growth  company”  for  up  to five  years,  or  until the  earliest  of (i) the  last  day of the first  fiscal  year  in  which  our  total  annual  gross  revenues exceed  $1  billion, (ii) the  date  that  we become  a  “large  accelerated  filer” as defined  in  Rule  12b-2  under  the  Securities  Exchange  Act  of  1934,  which  would  occur  if  the market value  of  our ordinary shares that is  held  by  non-affiliates  exceeds  $700  million  as  of  the  last  business  day  of  our most  recently  completed second fiscal  quarter or  (iii)  the  date  on which  we  have  issued  more  than  $1 billion  in  non-convertible debt  during  the  preceding  three  year  period.  Even  if  we  no  longer  qualify  for  the exemptions  for  an  emerging  growth  company,  we  may  still  be, in  certain  circumstances,  subject  to  scaled disclosure requirements as a smaller  reporting company.  For example, smaller reporting  companies,  like  emerging growth  companies,  are  not  required  to  provide  a  compensation  discussion  and  analysis  under  Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

Under the JOBS Act, an “emerging growth company” can delay adopting new or revised accounting standards until such time as those standards apply to private companies, as set forth in Section 7(a)(2)(B) of the Securities Act. We chose not to take advantage of such extended transition period for complying with any new or revised accounting standards and acknowledge that this election is irrevocable.

Our cash balance is $1,073 as of July 31, 2018. We have been utilizing and may utilize funds from Yulia Lazaridou, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of April 30, 2018, Ms. Lazaridou advanced us $7,650. The next two years Ms. Lazaridou does not intend to request to be repaid before the Company will fully implement the plan of operations and begin to increase the revenues to the level of sufficient income to manage the business in full. To implement our plan of operations for the next twelve months’ period, we require a minimum of $40,000 of funding from the offering. There is no guarantee that such level will ever be reached.

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Being a newly organized company, we have operating history which includes developing our business plan, setting up our web site, and purchasing our firstly needed equipment. After twelve months’ period, we may need additional financing. We do not currently have any arrangements for additional financing. The Company’s registration office is located at Kleonos 8A, Lakatameia, Nicosia, Cyprus, 2333. Our management believes that 3D design visualization business has more opportunities and more the production area is more extensive in Cyprus because of that reason we decided to start our operations there. Our phone number is 35722000344.

We are a newly organized company. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of the offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring service personnel and entering into agreements with new clients. We have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on the exact amount of funding needed for our long-term financing.

The material terms of our sales contracts with customers contain performing production and postproduction services for the Customers’ design in accordance to Customer’s needs. The period term of such contracts is one year. Customers agreed that the price for the service provided by Minaro Corp. to the Customer should be specified in the invoice provided by Minaro Corp. to the Customer.

Our independent registered public accountant MICHAEL GILLESPIE & ASSOCIATES, PLLC has issued a going concern opinion. This means that there is a substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.

To meet our needs for cash we are attempting to raise money from the offering and from selling our 3D design visualization service. We believe that we will be able to raise enough money through the offering or through selling our service to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from the offering and will need to find alternative sources. Now, we have not made any arrangements to raise additional cash, other than through the offering. We are signed the agreement with our first customer. We are in negotiations with one of our potential customers and we believe that we might get a production order from this customer soon.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $80,000 from the offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon whichresources that are material to base an evaluation of our performance. We are in start-up stage operations and have generated no revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including capital resources and possible cost overruns due to price and cost increases in services and products.investors.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

13

 

None

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishingEvaluation of Disclosure Controls and maintaining a system of disclosureProcedures

Disclosure controls and procedures (as defined in Rule 13a-15(e)are controls and 15d-15(e) under the Exchange Act)other procedures that isare designed to ensure that information required to be disclosed by us in theour reports that we filefiled or submitsubmitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Commission’sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in thecompany reports that it filesfiled or submitssubmitted under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officersour Chief Executive Officer and principal financial officer or officers, or persons performing similar functions, as appropriatePrincipal Financial Officer, to allow timely decisions regarding required disclosure.

An evaluation was conductedAs required by Rules 13a-15 and 15d-15 under the supervisionExchange Act, our Chief Executive Officer and with the participation of our managementPrincipal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2018.2023. Based on thatupon his evaluation, our managementChief Executive Officer and Principal Financial Officer concluded that, as of July 31, 2023, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were deemed effective.

We do not expect that our disclosure controls and procedures werewill prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not effective asabsolute, assurance that the objectives of such datethe disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to ensure that information required to be disclosedtheir costs. Because of the inherent limitations in the reportsall disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we file or submithave detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.all potential future conditions.

Changes in Internal ControlsControl over Financial Reporting

There wasDuring the six months ended July 31, 2023, there has been no change in the Company’sour internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’sour internal control over financial reporting.

PART II.  II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ThereFrom time to time, we are involved in ordinary routine litigation typical for companies engaged in our line of business. As of the date of this Quarterly Report on Form 10-Q, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  Company that we believe would be likely, individually or in the aggregate, to have a material adverse effect on our financial condition or results of operations.

ITEM 1A.

RISK FACTORS

NoneITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide disclosure pursuant to this Item.

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

During the six months ended July 31, 2023, the Company issued unregistered equity securities as follows:

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company issued 1,340,000 shares of common stock for an aggregate purchase price of $670,000 (equal to a per share purchase price of $0.50).

NoneThe above securities issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

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ITEM 3.

DEFAULTS UPON SENIOR SECURITES

NoneITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4.

SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS

NoneNone.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

NoneITEM 5. OTHER INFORMATION

 17 (a) None.



(b) There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since we last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K promulgated under the Exchange Act.

ITEM 6. EXHIBITS

Exhibit No.Description

ITEM 6.

EXHIBITS

The following exhibits are included as part of this report by reference:

31.1*

31.1 

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of 1934 Rule 13a-14(a) or 15d-14(a).

the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

32.1 

CertificationsCertification by the Chief Executive Officer and principal financial officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuantAdopted Pursuant to Section 906 of the Sarbanes- OxleySarbanes-Oxley Act of 2002.

101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase.
101.DEF*Inline XBRL Taxonomy Extension Definition Document.
104*Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed herewith.
**Furnished herewith.

15

 

SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1933,1934, the registrant has duly caused this registration statementreport to be signed on its behalf by the undersigned thereunto duly authorized in Cyprus on September 4­, 2018.authorized.

PINEAPPLE EXPRESS CANNABIS COMPANY

Date: September 28, 2023

Minaro Corp.

By:
/s/ Matthew Feinstein

Name:

Matthew Feinstein

By:

Title:

/s/

Yulia Lazaridou

Name:

Yulia Lazaridou

Title:

Chief Executive Officer, President

and Interim Chief Financial Officer (principal executive officer, principal financial officer and principal accounting officer)

16

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