Pineapple Express Cannabis Co Shifts to AI, Reports Zero Revenue & Soaring Liabilities

TL;DR

**PNXP is a speculative bet on a pivot to unproven blockchain-AI tech with zero revenue and massive debt; avoid until they show a viable path to profitability.**

AI Summary

PINEAPPLE EXPRESS CANNABIS Co (PNXP) reported a net loss of $622,176 for the nine months ended October 31, 2025, a significant increase from the $572 net loss in the same period of 2024. Revenue for the nine months ended October 31, 2025, was $0, down from $16,168 in 2024, indicating a complete cessation of prior revenue streams. The company's total assets increased to $190,000 as of October 31, 2025, from $0 at January 31, 2025, primarily due to the acquisition of intangible assets. Total liabilities surged from $2,079 to $8,344,100 over the same period, driven by a convertible note payable of $3,723,597, accrued interest of $1,259,673, and a derivative liability of $3,050,762. The company acquired a controlling interest in GROOVY Company, Inc. on March 5, 2025, issuing 5,000,000 shares of common stock. PNXP is transitioning its business model to an AI-powered data analytics platform for the legal cannabis industry, leveraging blockchain technology and cryptocurrency incentives, but has yet to generate revenue from this new model.

Why It Matters

This filing reveals a critical pivot for PINEAPPLE EXPRESS CANNABIS Co into AI-powered cannabis data analytics, but with alarming financial indicators. The complete absence of revenue for the nine months ended October 31, 2025, coupled with an explosion in liabilities to over $8.3 million, signals severe operational and financial distress. Investors face significant dilution risk, with outstanding common stock shares more than doubling to 42,597,604, and the company's reliance on highly volatile meme tokens and utility tokens for its new business model adds substantial speculative risk. The competitive landscape for cannabis data analytics is intense, and PNXP's current financial state makes its ability to compete effectively highly questionable.

Risk Assessment

Risk Level: high — The company reported $0 in revenue for the nine months ended October 31, 2025, a stark decline from $16,168 in the prior year, indicating a complete lack of operational income. Total liabilities ballooned to $8,344,100 from $2,079, including a significant convertible note payable of $3,723,597 and a derivative liability of $3,050,762, creating substantial financial obligations and potential for further dilution. The business model relies on 'Groovy Rewards Tokens' and 'PINYA meme tokens,' which the company explicitly states have 'absolutely no intrinsic monetary value' and are subject to 'extreme price volatility,' posing significant risks to the company's financial stability and investor capital.

Analyst Insight

Investors should exercise extreme caution and consider divesting from PNXP given the zero revenue, rapidly escalating liabilities, and highly speculative business model. New investors should avoid this stock until the company demonstrates a clear path to sustainable revenue generation and significantly reduces its financial risk profile. The reliance on volatile digital assets and an unproven AI platform in a competitive market makes this a high-risk, speculative investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$190,000

total Debt

$8,344,100

net Income

$-622,176

eps

N/A

gross Margin

N/A

cash Position

$0

revenue Growth

-100.0%

Revenue Breakdown

Key Numbers

• $0 — Revenue for nine months ended Oct 31, 2025 (Down from $16,168 in 2024, indicating a complete cessation of prior revenue streams.)
• $622,176 — Net loss for nine months ended Oct 31, 2025 (Increased significantly from $572 in 2024, reflecting growing operational expenses and interest.)
• $8,344,100 — Total Liabilities as of Oct 31, 2025 (A massive increase from $2,079 at Jan 31, 2025, primarily due to convertible notes and derivative liabilities.)
• $3,723,597 — Convertible note payable as of Oct 31, 2025 (A major component of the company's current liabilities, posing potential for significant future dilution.)
• $3,050,762 — Derivative liability as of Oct 31, 2025 (Another substantial liability contributing to the company's precarious financial position.)
• 42,597,604 — Outstanding shares of common stock as of Dec 18, 2025 (Increased from 19,834,550 shares at Jan 31, 2025, indicating significant shareholder dilution.)
• $190,000 — Total Assets as of Oct 31, 2025 (Primarily composed of intangible assets, with no cash and cash equivalents.)
• $1,259,673 — Accrued interest as of Oct 31, 2025 (A significant portion of current liabilities, reflecting mounting debt service obligations.)
• 5,000,000 — Shares issued for GROOVY acquisition (Common stock issued on March 5, 2025, for a controlling interest in GROOVY Company, Inc.)
• 40-60% — PINYA token supply maintained for rewards redemption (Creates exposure to token price fluctuations, impacting financial position.)

Key Players & Entities

• PINEAPPLE EXPRESS CANNABIS COMPANY (company) — registrant
• GROOVY Company, Inc. (company) — majority-owned subsidiary acquired on March 5, 2025
• Minaro Corp. (company) — former name of PINEAPPLE EXPRESS CANNABIS COMPANY
• Yulia Lazaridou (person) — former majority shareholder and officer
• Matthew Feinstein (person) — current CEO, President, Secretary, Chairman of the Board, and Interim CFO
• SEC (regulator) — Securities and Exchange Commission
• FINRA (regulator) — Financial Industry Regulatory Authority
• Jeff Turner (person) — legal counsel for communication copies
• JDT Legal (company) — legal firm
• Nevada (regulator) — state of incorporation

FAQ

Risk Factors

• Significant Debt and Derivative Liabilities [high — financial]: As of October 31, 2025, total liabilities surged to $8,344,100, driven by a convertible note payable of $3,723,597 and a derivative liability of $3,050,762. This substantial debt burden, coupled with accrued interest of $1,259,673, poses a significant financial risk.
• Dilution from Convertible Notes and Share Issuances [high — financial]: The company has issued 5,000,000 shares for the acquisition of GROOVY Company, Inc. and the total outstanding shares increased to 42,597,604 as of December 18, 2025, from 19,834,550 at January 31, 2025. The convertible note payable also carries the potential for significant future dilution.
• Uncertainty of Digital Asset Classification [high — regulatory]: The regulatory classification of PINYA meme tokens and Groovy platform components is subject to ongoing interpretation. While the company believes they are not securities, regulators may disagree, potentially requiring registration, operational changes, or enforcement actions.
• Lack of Revenue from New Business Model [high — operational]: The company is transitioning to an AI-powered data analytics platform but has yet to generate any revenue from this new model as of October 31, 2025. This complete lack of revenue from the new venture presents a significant operational risk.
• Valuation and Volatility of PINYA Tokens [medium — financial]: PINYA tokens have no intrinsic monetary value, are not backed by tangible assets, and their perceived value can experience extreme volatility, potentially becoming worthless. This creates exposure to token price fluctuations impacting the company's financial position.
• Zero Cash Position [high — financial]: As of October 31, 2025, the company has $0 in cash and cash equivalents. This lack of liquidity severely limits its ability to meet short-term obligations and fund operations.
• Negative Stockholders' Equity [high — financial]: The company has a total stockholders' deficit of ($8,154,100) as of October 31, 2025, indicating that liabilities far exceed assets, a sign of financial distress.

Industry Context

The legal cannabis industry is characterized by evolving regulations and a growing demand for data-driven insights. Companies are increasingly looking towards technology solutions, including AI and blockchain, to improve operations, compliance, and consumer engagement. However, the sector remains highly competitive and subject to significant regulatory uncertainty.

Regulatory Implications

PNXP faces substantial regulatory risk concerning its PINYA meme tokens. The company's assertion that these tokens are not securities, despite their speculative nature and potential for volatility, could be challenged by regulators. Any reclassification as securities would necessitate significant compliance measures and could disrupt current operations.

What Investors Should Do

1. Monitor regulatory developments closely.
2. Assess the viability of the new AI-driven business model.
3. Understand the implications of convertible debt and share dilution.
4. Evaluate the company's liquidity and debt levels.

Key Dates

• 2025-03-05: Acquisition of controlling interest in GROOVY Company, Inc. — Marked a significant strategic shift, involving the issuance of 5,000,000 shares of common stock and integration of new business elements.
• 2025-10-31: Nine months ended financial reporting date. — Revealed a substantial increase in net loss to $622,176 and zero revenue, highlighting the financial impact of the business transition.
• 2025-12-18: Outstanding shares of common stock reported. — Indicated significant shareholder dilution with 42,597,604 shares outstanding, up from 19,834,550 at the start of the fiscal year.

Glossary

Convertible note payable

A debt instrument that can be converted into equity (shares) of the issuing company under certain conditions. (Represents a significant liability for PNXP ($3,723,597) and carries the potential for future dilution of common stock.)

Derivative liability

A financial contract whose value is derived from an underlying asset, group of assets, or benchmark. It can create obligations for the company. (A substantial liability for PNXP ($3,050,762), indicating complex financial instruments are in play and contributing to financial risk.)

Intangible assets

Non-physical assets that have value, such as patents, copyrights, goodwill, and brand recognition. (These constitute the entirety of PNXP's reported assets ($190,000) as of October 31, 2025, suggesting the value is tied to intellectual property or acquired rights rather than physical operations.)

Stockholders' Deficit

A negative equity position where a company's liabilities exceed its assets. (PNXP has a significant stockholders' deficit of ($8,154,100), indicating a precarious financial state.)

PINYA meme tokens

Digital tokens associated with the company's platform, explicitly stated to have no intrinsic monetary value and not be an investment vehicle. (Their classification and potential regulatory scrutiny are a key risk factor, and their value is subject to extreme volatility.)

Howey test

A legal test used in the United States to determine whether a transaction qualifies as an 'investment contract' and thus an 'security' under the Securities Act of 1933 and the Securities Exchange Act of 1934. (PNXP references this test in its disclaimer regarding PINYA tokens, indicating a concern about potential classification as securities.)

Year-Over-Year Comparison

Compared to the nine months ended October 31, 2024, PINEAPPLE EXPRESS CANNABIS Co. has seen a dramatic shift. Revenue has fallen from $16,168 to $0, indicating a complete cessation of prior business activities. The net loss has ballooned from $572 to $622,176, reflecting increased operational expenses and debt servicing costs associated with the new business model. Total assets have increased from $0 to $190,000, primarily due to intangible assets acquired, while total liabilities have surged from $2,079 to $8,344,100, driven by new debt instruments and derivative liabilities.

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-20251031_10q.htm (10-Q) — 551KB
• pnxp_ex311.htm (EX-31.1) — 9KB
• pnxp_ex312.htm (EX-31.2) — 9KB
• pnxp_ex321.htm (EX-32.1) — 5KB
• pnxp10q_1.jpg (GRAPHIC) — 5KB
• 0001710495-25-000010.txt ( ) — 3093KB
• pnxp-20251031_cal.xml (EX-101.CAL) — 23KB
• pnxp-20251031_def.xml (EX-101.DEF) — 78KB
• pnxp-20251031_lab.xml (EX-101.LAB) — 175KB
• pnxp-20251031_pre.xml (EX-101.PRE) — 152KB
• pnxp-20251031.xsd (EX-101.SCH) — 40KB
• pnxp-20251031_10q_htm.xml (XML) — 433KB

- 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 our 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 any

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 October 31 , 2025 (Unaudited) and January 31, 2025 F-1 Consolidated Condensed Statements of Operations for the three and nine months ended October 31 , 2025 and 2024 (Unaudited) F-2 Consolidated Condensed Statements of Change in Stockholders Equity for the nine months ended October 31 , 2025 and 2024 (Unaudited) F-3 Consolidated Condensed Statements of Cash Flows for the nine months ended October 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 October 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 192,568 2,079 Accrued compensation 112,500 - Accrued interest 1,259,673 - Convertible note payable, net of discount of $ 0 and $ 0 3,723,597 - Derivative liability 3,050,762 - Warrant liability 5,000 - Total Current Liabilities 8,344,100 2,079 TOTAL LIABILITIES 8,344,100 2,079 Stockholders' Deficit Preferred stock Series A: 10,000,000 shares authorized; $ 0.001 par value. 1,000,300 and 0 shares issued and outstanding, respectively 1,001 - Common stock: 75,000,000 authorized; $ 0.001 par value 42,597,604 and 19,834,550 shares issued and outstanding, respectively 42,598 19,835 Additional paid-in capital ( 6,901,877 ) 651,732 Accumulated deficit ( 1,295,822 ) ( 673,646 ) Total Stockholders' Deficit ( 8,154,100 ) ( 2,079 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 190,000 $ - The accompanying notes are an integral part of these consolid

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View this 10-Q filing on SEC EDGAR