Pineapple Express Cannabis Co Swings to $642K Loss Amid Crypto Pivot

TL;DR

**PNXP is burning cash and pivoting hard into unproven crypto and AI ventures, making it a high-risk gamble with no current revenue.**

AI Summary

PINEAPPLE EXPRESS CANNABIS Co (PNXP) reported a net loss of $642,635 for the six months ended July 31, 2025, a significant increase from a net income of $676 in the same period last year. Revenues plummeted to $0 for the six months ended July 31, 2025, down from $11,836 in the prior year, indicating a complete halt in traditional revenue generation. The company's total liabilities surged to $8,367,595 as of July 31, 2025, from $2,079 at January 31, 2025, primarily due to a convertible note payable of $3,725,380 and a derivative liability of $3,059,100. Key business changes include the acquisition of GROOVY Company, Inc. on March 5, 2025, for 5,000,000 shares of common stock, making GROOVY a majority-owned subsidiary. This acquisition is central to PNXP's pivot to an AI-powered data analytics platform for the legal cannabis industry, leveraging blockchain technology and cryptocurrency incentives. Risks include regulatory uncertainties in both the cannabis and cryptocurrency markets, extreme volatility of PINYA meme tokens, and the company's dependence on legal cannabis market growth and consumer adoption of its QR-scanning technology. The strategic outlook focuses on monetizing AI-powered marketing analysis through the GROOVY Platform, despite current financial losses and significant liabilities.

Why It Matters

This filing reveals a dramatic strategic shift for PINEAPPLE EXPRESS CANNABIS Co, moving from traditional cannabis operations to an AI-powered data analytics platform with a heavy reliance on blockchain and meme tokens. For investors, the complete absence of revenue and a massive increase in liabilities, including a $3.7 million convertible note and $3 million derivative liability, signal extreme financial distress and high risk. Employees and customers of the legacy business face uncertainty, while the new Groovy platform's success hinges on volatile crypto markets and evolving cannabis regulations, placing it in direct competition with established data providers and blockchain ventures. The broader market will watch if this pivot can generate sustainable revenue or if it's a desperate attempt to find a viable business model.

Risk Assessment

Risk Level: high — The company reported $0 in revenue for the six months ended July 31, 2025, a stark decline from $11,836 in the prior year, indicating a complete lack of operational income. Total liabilities ballooned from $2,079 to $8,367,595 in six months, driven by a $3,725,380 convertible note payable and a $3,059,100 derivative liability, highlighting significant financial instability and potential dilution risk. The reliance on 'Groovy Rewards Tokens' and 'PINYA meme tokens,' explicitly disclaimed as non-securities but subject to 'extreme price volatility' and potential regulatory changes, introduces substantial speculative and regulatory risk.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Given the zero revenue, significant liabilities, and reliance on volatile cryptocurrency ventures, a 'wait and see' approach is prudent to observe if the new Groovy platform can generate any sustainable revenue or if the company can manage its burgeoning debt.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$190,000

total Debt

$8,367,595

net Income

$(642,635)

eps

N/A

gross Margin

N/A

cash Position

$0

revenue Growth

-100.0%

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the six months ended July 31, 2025, down from $11,836 in 2024)
• $(642,635) — Net Income (Loss) (for the six months ended July 31, 2025, compared to $676 net income in 2024)
• $8,367,595 — Total Liabilities (as of July 31, 2025, up from $2,079 at January 31, 2025)
• $3,725,380 — Convertible Note Payable (as of July 31, 2025, a new significant liability)
• $3,059,100 — Derivative Liability (as of July 31, 2025, a new significant liability)
• 37,562,047 — Outstanding Common Shares (as of September 5, 2025, up from 19,834,550 at January 31, 2025, indicating dilution)
• $(8,177,595) — Total Stockholders' Deficit (as of July 31, 2025, worsening from $(2,079) at January 31, 2025)
• $190,000 — Intangible Assets (as of July 31, 2025, representing the purchase of Groovy Company, Inc.)

Key Players & Entities

• PINEAPPLE EXPRESS CANNABIS Co (company) — registrant
• GROOVY Company, Inc. (company) — majority-owned subsidiary acquired on March 5, 2025
• Minaro Corp. (company) — former name of PINEAPPLE EXPRESS CANNABIS Co
• Yulia Lazaridou (person) — former majority shareholder, director, officer, and employee
• Matthew Feinstein (person) — current sole director, CEO, President, Secretary, Chairman of the Board, and Interim CFO
• SEC (regulator) — Securities and Exchange Commission
• $642,635 (dollar_amount) — net loss for the six months ended July 31, 2025
• $8,367,595 (dollar_amount) — total liabilities as of July 31, 2025
• $3,725,380 (dollar_amount) — convertible note payable as of July 31, 2025
• $3,059,100 (dollar_amount) — derivative liability as of July 31, 2025

FAQ

Risk Factors

• Digital Asset Regulatory Uncertainty [high — regulatory]: The regulatory classification of digital assets, including meme tokens like PINYA, is subject to ongoing interpretation and potential changes by regulators. There is no assurance that regulators will agree with the company's assessment that these tokens do not constitute securities, which could lead to registration requirements, operational changes, or enforcement actions.
• Extreme Volatility of PINYA Meme Tokens [high — market]: PINYA meme tokens are subject to extreme price volatility and speculative trading. The company explicitly states these tokens have no intrinsic monetary value, are not backed by tangible assets, and carry no guarantees of future utility or value, with a risk of becoming entirely worthless.
• Significant Increase in Liabilities [high — financial]: Total liabilities surged to $8,367,595 as of July 31, 2025, from $2,079 at January 31, 2025. This increase is primarily driven by a new convertible note payable of $3,725,380 and a derivative liability of $3,059,100.
• Dependence on New Business Model [medium — operational]: The company's pivot to an AI-powered data analytics platform for the legal cannabis industry, leveraging blockchain and cryptocurrency, is central to its future strategy. Success is dependent on the growth of the legal cannabis market and consumer adoption of its QR-scanning technology.
• Groovy Rewards Tokens - Non-Financial Nature [medium — legal]: Groovy Rewards Tokens are positioned as non-financial digital collectibles for entertainment and engagement, not investment vehicles. Participants acknowledge they carry no expectation of profit and accept all risks, including potential loss of utility or value.
• Substantial Stockholder Dilution [medium — financial]: Outstanding common shares increased from 19,834,550 at January 31, 2025, to 37,562,047 as of September 5, 2025. This significant increase indicates substantial dilution for existing shareholders.
• Negative Net Income and Stockholders' Deficit [high — financial]: The company reported a net loss of $642,635 for the six months ended July 31, 2025, a sharp contrast to a small net income in the prior year. Total stockholders' deficit widened to $(8,177,595) from $(2,079).
• Acquisition Integration Risk [medium — market]: The acquisition of GROOVY Company, Inc. on March 5, 2025, for 5,000,000 shares is central to the new strategy. The success of this pivot hinges on the effective integration and monetization of the GROOVY platform.

Industry Context

The legal cannabis industry is experiencing growth but faces significant regulatory hurdles and evolving consumer preferences. The integration of AI, blockchain, and cryptocurrency is an emerging trend aimed at enhancing data analytics, marketing, and customer engagement within this sector. Competition exists from established players and new entrants leveraging technology.

Regulatory Implications

The company operates in two highly regulated industries: cannabis and digital assets. Regulatory uncertainty in both sectors poses a significant risk, particularly concerning the classification of its PINYA meme tokens and Groovy platform components as securities. Compliance modifications or enforcement actions could severely impact operations.

What Investors Should Do

1. Monitor regulatory developments closely.
2. Assess the viability of the AI-driven strategy.
3. Understand the implications of convertible debt and derivative liabilities.
4. Evaluate the impact of share dilution.

Key Dates

• 2025-03-05: Acquisition of GROOVY Company, Inc. — Marks a strategic pivot towards an AI-powered data analytics platform for the cannabis industry, funded by 5,000,000 shares of common stock.
• 2025-07-31: End of Six-Month Reporting Period — Period shows zero revenue, a significant net loss of $642,635, and a dramatic increase in liabilities to $8,367,595, including substantial convertible note and derivative liabilities.
• 2025-01-31: Prior Fiscal Year End — Provided a baseline showing minimal liabilities ($2,079) and a small net income, highlighting the dramatic shift in financial condition.

Glossary

Derivative Liability

A financial contract whose value is derived from an underlying asset, group of assets, or benchmark. A liability arises when the company owes value related to this contract. (A significant new liability of $3,059,100, contributing to the company's increased debt load and financial risk.)

Convertible Note Payable

A debt instrument that can be converted into a predetermined amount of equity in the issuing company. (A major new liability of $3,725,380, indicating significant debt financing that could lead to future dilution if converted.)

Stockholders' Deficit

Occurs when a company's total liabilities exceed its total assets, resulting in a negative net worth for shareholders. (The company has a substantial stockholders' deficit of $(8,177,595) as of July 31, 2025, indicating a severe negative equity position.)

PINYA Meme Tokens

Digital tokens created by the company, explicitly stated to have no intrinsic monetary value and to be for entertainment purposes, not investment. (These tokens are a core part of the new business strategy but carry significant regulatory and market volatility risks.)

Intangible Assets

Non-physical assets that have value, such as patents, copyrights, and goodwill. In this case, it represents the value attributed to the acquired GROOVY Company, Inc. (The $190,000 in intangible assets reflects the accounting value of the GROOVY acquisition, central to the company's new AI-driven strategy.)

Additional Paid-in Capital

The amount shareholders have paid for stock above its par value. (A significant negative balance of $(6,901,877) suggests substantial stock issuances at prices below previous valuations or significant write-downs.)

Year-Over-Year Comparison

Compared to the prior year's six-month period, PINEAPPLE EXPRESS CANNABIS Co. has experienced a dramatic financial downturn. Revenue has fallen from $11,836 to $0, and net income has shifted to a loss of $642,635 from a small profit of $676. Total liabilities have exploded from $2,079 to $8,367,595, driven by new convertible note and derivative liabilities. The company's balance sheet reflects a significant shift from a minimal liability structure to one burdened by substantial debt and a widening stockholders' deficit.

Key Financial Figures

• $0.00001 — g) of the Act: Common Stock, Par Value $0.00001 (Title of Class) i Indicate by chec
• $540,904 — xchange for a payment by the Company of $540,904 and (b) Lazaridou, as of December 21, 2

Filing Documents

• pnxp-20250731_10q.htm (10-Q) — 529KB
• pnxp_ex311.htm (EX-31.1) — 9KB
• pnxp_ex312.htm (EX-31.2) — 9KB
• pnxp_ex321.htm (EX-32.1) — 5KB
• pnxp_ex322.htm (EX-32.2) — 5KB
• pnxp10q_1.jpg (GRAPHIC) — 5KB
• 0001139020-25-000302.txt ( ) — 2992KB
• pnxp-20250731_cal.xml (EX-101.CAL) — 23KB
• pnxp-20250731_def.xml (EX-101.DEF) — 75KB
• pnxp-20250731_lab.xml (EX-101.LAB) — 169KB
• pnxp-20250731_pre.xml (EX-101.PRE) — 148KB
• pnxp-20250731.xsd (EX-101.SCH) — 39KB
• pnxp-20250731_10q_htm.xml (XML) — 405KB

- Financial Information

Part I - Financial Information 3 Item 1.

Financial Statements

Financial Statements 3 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 4 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 6 Item 4.

Controls and Procedures

Controls and Procedures 6

- Other Information

Part II - Other Information 8 Item 1.

Legal Proceedings

Legal Proceedings 8 Item 1A.

Risk Factors

Risk Factors 8 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8 Item 3. Defaults Upon Senior Securities 8 Item 4. Mine Safety Disclosure 8 Item 5. Other Information 8 Item 6. Exhibits 8

Signatures

Signatures 10 iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management's current expectations, assumptions, and projections about future events or financial performance and are not guarantees of future results. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Statements containing words like "believe," "anticipate," "endeavor," "estimate," "expect," "project," "intend," or similar expressions identify these forward-looking statements. Specifically, statements regarding future growth, market adoption of Groovy's platform, regulatory developments, technological advancements, and financial performance in the cannabis and cryptocurrency industries are subject to these risks and uncertainties Factors that could cause actual results to differ materially from those currently anticipated include, but are not limited to: the risks associated with the evolving cannabis market, including but not limited to regulatory uncertainties and changes in laws and regulations; competitive pressures within the cannabis sector; technological disruptions impacting operational efficiency; fluctuations in market demand; variations in product pricing; the ability to effectively penetrate new markets; and the potential financial or reputational impacts from legal, administrative, or regulatory developments. Further, risks relating to the volatile nature of the cryptocurrency market, potential security breaches, fluctuations in token values, and changes in investor sentiment are relevant considerations. These factors, as well as risks relating to the general economy, market volatility, and competitive activity, are further detailed within the "Risk Factors" section of this document. The Company does not undertake

RISK FACTORS

RISK FACTORS Groovy Rewards Tokens carry significant risks that all participants must acknowledge: they possess absolutely no intrinsic monetary value; they are not backed by any tangible assets or reserves; the issuing companies make no 1 promises, guarantees, or representations regarding any potential future utility or value; the perceived value or utility of tokens may experience extreme volatility, including potentially becoming entirely worthless; and regulatory changes or developments in applicable laws could significantly impact or entirely eliminate the transferability, functionality, or continued existence of the tokens. APPROPRIATE USE CASES Groovy Rewards Tokens should ONLY be acquired for legitimate non-financial purposes: as entertainment and engagement collectibles within the Groovy ecosystem; for participation in community events, activities, and exclusive experiences; as a way to explore and interact with blockchain technology functionality; and as an expression of brand appreciation, community membership, and loyalty engagement-under no circumstances should these tokens be acquired with any expectation of profit, financial return, or as any form of investment vehicle. USER ACKNOWLEDGMENT By acquiring, holding, or transferring Groovy Rewards Tokens, participants explicitly acknowledge and agree that they understand these are non-financial digital collectibles with no investment characteristics; have absolutely no expectation of profit derived from the managerial or entrepreneurial efforts of any company; fully accept all risks associated with digital collectibles, including potential complete loss of utility or perceived value; will use the tokens exclusively for their intended entertainment and engagement purposes; and are in compliance with all applicable laws and regulations in their jurisdiction regarding digital collectibles and virtual assets. CAUTIONARY STATEMENT REGARDING PINYA MEME TOKENS NON-SECURITIES DISCLAIMER The regulatory c

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements INDEX TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Page Consolidated Condensed Balance Sheets at July 31 , 2025 (Unaudited) and January 31, 2025 F-1 Consolidated Condensed Statements of Operations for the three and six months ended July 31 , 2025 and 2024 (Unaudited) F-2 Consolidated Condensed Statements of Change in Stockholders Equity for the six months ended July 31 , 2025 and 2024 (Unaudited) F-3 Consolidated Condensed Statements of Cash Flows for the six months ended July 31 , 2025 and 2024 (Unaudited) F-4 Notes to the Condensed Consolidated Financial Statements F-5 3 PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES Consolidated Condensed Balance Sheets July 31, 2025 January 31, 2025 (Unaudited) (Audited) ASSETS Current Assets Cash and cash equivalents $ - $ - Total Current Assets - - Intangible assets, net 190,000 - TOTAL ASSETS $ 190,000 $ - LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable and accrued expenses 192,268 2,079 Accrued compensation 225,000 - Accrued interest 1,160,847 - Convertible note payable, net of discount of $ 0 and $ 0 3,725,380 - Derivative liability 3,059,100 - Warrant liability 5,000 - Total Current Liabilities 8,367,595 2,079 TOTAL LIABILITIES 8,367,595 2,079 Stockholders' Deficit Preferred stock Series A: 10,000,000 shares authorized; $ 0.001 par value. 3,000,800 and 0 shares issued and outstanding, respectively 3,001 - Common stock: 75,000,000 authorized; $ 0.001 par value 37,562,047 and 19,834,550 shares issued and outstanding, respectively 37,562 19,835 Additional paid-in capital ( 6,901,877 ) 651,732 Accumulated deficit ( 1,316,281 ) ( 673,646 ) Total Stockholders' Deficit ( 8,177,595 ) ( 2,079 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 190,000 $ - The accompanying notes are an integral part of these consolidated condensed fin

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