Statement of Beneficial Ownership (sc 13d)
March 01 2023 - 7:44AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. _______)*
Pineapple
Express Cannabis Company
(Formerly Minaro Corp.)
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
60251H
102
(CUSIP
Number)
Matthew Feinstein, 10351 Santa Monica Blvd., Suite 420 Los Angeles, California 90025, Tel. #888-245-5703
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
18, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 60251H 102 |
13D |
Page
2 of 4 Pages |
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew
Feinstein |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
☐
(b)
☐ |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e) ☐ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
15,000,000 |
8. |
SHARED
VOTING POWER
0 |
9. |
SOLE
DISPOSITIVE POWER
15,000,000 |
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.8% |
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
CUSIP
No. 60251H 102 |
13D |
Page
3 of 4 Pages |
Item
1. Security and Issuer.
This
Schedule 13D (this “Schedule 13D”) relates to the common stock, $0.001 par value per share (the “Common Stock”),
of Pineapple Express Cannabis Company (the “Issuer”). The principal executive offices of the Issuer are located at 10351
Santa Monica Blvd., Suite #420, Los Angeles, California 90025.
Item
2. Identity and Background.
(a) This statement is being filed by Matthew Feinstein (the “Reporting Person”).
(b)
The principal business address of the Reporting Person is c/o Pineapple Express Cannabis Company, 10351 Santa Monica Blvd., Suite #
420, Los Angeles, California 90025.
(c) Mr. Feinstein’s present principal occupation is the CEO, President,Secretary and Chairman of the Board of the Issuer.
(d)
The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with
respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item
3. Source or Amount of Funds or Other Consideration.
The
shares of Common Stock reported herein were acquired by the Reporting Person in connection with a Share Exchange Agreement (the “Exchange
Agreement”), dated December 18, 2022, by and among the Issuer, Pineapple Consolidated Inc., a California corporation (“PCI”),
and the stockholders of PCI (“PCI Stockholders”), as more fully described in Item 6 of this Schedule 13D. The Reporting Person
acquired the shares in the Issuer in exchange for 47,000 shares of common stock he previously owned in PCI pursuant to the Exchange Agreement.
No other consideration was provided for the subject shares.
Item
4. Purpose of Transaction.
The
Reporting Person acquired the shares as part of the Exchange Agreement, with an intent to assume control of the company.
Item
5. Interest in Securities of the Issuer.
As
of the date hereof, Mr. Feinstein has beneficial ownership interest of 15,000,000 shares of Common Stock (representing approximately
78.8% of the number of shares of Common Stock issued and outstanding). The percentages with respect to Mr. Feinstein’s beneficial
ownership is based on 19,0340,550 shares of Common Stock issued and outstanding as of February 23, 2023.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As
previously disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on January 19, 2023, on December 18, 2022, the
Issuer entered into the Exchange Agreement with PCI and the PCI Stockholders. The contracts, arrangements, understandings, and relationship
are described in and limited to the Exchange Agreement.
Item
7. Material to Be Filed as Exhibits.
Exhibit
Index:
Share Exchange Agreement, dated as of December 18, 2022, among the Issuer, Pineapple Consolidated, Inc. and the stockholders of Pineapple Consolidated, Inc. (incorporated by reference from the Issuer’s Current Report on Form 8-K, filed with the SEC on January 19, 2023, Exhibit 2.1).
CUSIP
No. 60251H 102 |
13D |
Page
4 of 4 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
/s/ Matthew
Feinstein |
|
Matthew
Feinstein |
|
|
|
Self |
|
Title |
|
|
|
March
1, 2023 |
|
Date |
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