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PNXP • CIK 0001710495
Note 1 - Description of Business Pineapple Express Cannabis Company, a Nevada corporation doing business as PINYA XP (the “Company”, “Pineapple Express”, or “PINYA XP”), operates within the legal cannabis industry and is focused on developing cannabis-related business ventures, including brand development, intellectual property licensing, and technology integration. The Company’s common stock is quoted on the OTC Pink Market under the symbol PNXP. Historically, the Company has operated through various subsidiaries and strategic partnerships to pursue opportunities in cannabis cultivation, distribution, and consumer-facing products. During the fiscal year ended January 31, 2025, the Company continued to evaluate complementary technology platforms to enhance transparency, authenticity, and safety within the cannabis supply chain. Subsequent Acquisition of GROOVY Company, Inc. On March 5, 2025, subsequent to the fiscal year end, the Company entered into and consummated a Share Exchange Agreement (the “Agreement”) with GROOVY Company, Inc. f/k/a Santo Mining Corp., a Wyoming corporation (“GROOVY”). Pursuant to the terms of the Agreement, the Company exchanges 5,000,000 shares of its common stock for 350,000,000 shares of GROOVY’s Series A Preferred Stock, resulting in the Company acquiring a majority voting interest in GROOVY. As of the closing date, GROOVY became a majority-owned subsidiary of the Company. GROOVY is a technology company that has developed a centralized, blockchain-based Platform as a Service (PaaS) leveraging Hyperledger Fabric infrastructure to deliver product authentication, intellectual property protection, and traceability solutions to the cannabis industry. The GROOVY platform uses non-fungible token (NFT) technology, including ERC1155, ERC725X, ERC725Y, and ERC735 standards, to assign secure QR-code tags to cannabis products, enabling verifiable transparency from seed to sale. Core features of the GROOVY platform include: · NFT-based QR code authentication to detect and prevent product counterfeiting · A genetic library (Geno-NFT) for IP registration and automated royalty distribution · Detailed product provenance and lab test verification · A consumer-facing mobile application with rewards-based engagement · Integration tools for growers, retailers, and regulators to access immutable supply chain data · A marketplace and analytics platform supporting ecosystem-wide insights The acquisition of GROOVY represents a strategic expansion into blockchain-based authentication and supply chain management technology. This business combination is expected to enhance the Company’s position within the regulated cannabis industry by integrating advanced transparency tools and consumer protection systems into existing and future distribution channels. The acquisition is intended to qualify as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended. The Company has also assumed certain outstanding convertible notes of GROOVY, which, upon conversion, may result in the issuance of additional shares of common stock of the Company. The financial results of GROOVY and its subsidiaries will be included in the Company’s consolidated financial statements beginning in the first quarter of fiscal year 2026. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Company has a January 31 year end.