Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended June 30, 2024.

☐ 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: 000-54457

TREES CORPORATION

(Exact name of registrant as specified in its charter)

Colorado		90-1072649
(State of incorporation)		(IRS Employer Identification No.)

215 Union Boulevard, Suite 415
Lakewood, CO 80228

(Address of principal executive offices) (Zip Code)

(303) 759-1300

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class		Name of each exchange on which registered		Ticker symbol
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 the filing requirements for the past 90 days. Yes ☑ 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		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 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 ☑

As of August 9, 2024, there were 108,746,520 issued and outstanding shares of common stock.

TREES CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION		21

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	Signatures	23

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TREES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Assets
Current assets
Cash and cash equivalents	$	383,029		$	969,676
Accounts receivable, net of allowance of $53,098 and $42,000, respectively		191,441			111,863
Inventories, net		1,020,306			860,918
Prepaid expenses and other current assets		197,758			411,911
Total current assets		1,792,534			2,354,368

Right-of-use operating lease asset		1,724,897			1,979,833
Property and equipment, net		1,277,900			1,395,104
Intangible assets, net		1,377,440			1,637,491
Goodwill		15,880,097			15,880,097
Total assets	$	22,052,868		$	23,246,893

Liabilities and Stockholders' Equity (Deficit)

Current liabilities
Accounts payable and accrued expenses	$	2,522,589		$	2,617,536
Interest payable		1,961,350			1,570,077
Income tax payable		1,719,835			392,765
Operating lease liability, current		843,229			846,201
Finance lease liability, current		84,746			205,400
Accrued stock payable		60,900			60,900
Accrued dividends		123,900			106,200
Warrant derivative liability		—			4,716
Accrued legal fees		72,000			102,000
Notes payable - current		157,763			1,092,382
Contingent Earnout Liability		—			367,056
Total current liabilities		7,546,312			7,365,233

Operating lease liability, non-current		996,525			1,218,392
Finance lease liability, non-current		586,722			501,248
Notes payable - non-current (net of unamortized discount)		15,037,637			14,013,861
Total liabilities		24,167,196			23,098,734

Commitments and contingencies (Note 6)

Stockholders’ equity (deficit)
Preferred stock, no par value; 5,000,000 and 5,000,000 shares authorized; 1,180 and 1,180 issued and outstanding, respectively		1,073,446			1,073,446
Common stock, $0.001 par value; 200,000,000 and 200,000,000 shares authorized; 108,746,520 and 108,746,520 shares issued and outstanding, respectively		108,746			108,746
Additional paid-in capital		99,729,914			99,450,307
Accumulated deficit		(103,026,434	)		(100,484,340	)
Total stockholders’ equity (deficit)		(2,114,328	)		148,159
Total liabilities and stockholders’ equity (deficit)	$	22,052,868		$	23,246,893

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2024			2023			2024			2023
Revenue
Retail sales	$	3,689,122		$	5,079,564		$	7,375,003		$	10,190,183
Cultivation sales		—			18,430			—			18,430
Total revenue		3,689,122			5,097,994			7,375,003			10,208,613

Costs and expenses
Cost of sales		1,687,442			3,230,777			3,876,537			6,288,491
Selling, general and administrative		1,333,836			2,485,751			2,779,088			4,781,991
Stock-based compensation		—			18,054			14,968			45,450
Professional fees		237,135			543,566			560,708			1,151,110
Depreciation and amortization		216,907			290,579			407,248			583,421
Total costs and expenses		3,475,320			6,568,727			7,638,549			12,850,463

Operating income (loss)		213,802			(1,470,733	)		(263,546	)		(2,641,850	)

Other income (expenses)
Amortization of debt discount		(174,305	)		(220,077	)		(294,635	)		(401,754	)
Interest expense		(457,172	)		(716,728	)		(1,010,915	)		(1,166,039	)
Gain on derivative liability		3,223			3,912			4,716			5,219
Gain on contingent earnout		469,907			—			367,056			—
Loss on sale of assets		—			(2,400	)		—			(2,400	)
Other income		—			369,871			—			369,871
Total other income (expenses)		(158,347	)		(565,422	)		(933,778	)		(1,195,103	)

Net income (loss) from operations before income taxes		55,455			(2,036,155	)		(1,197,324	)		(3,836,953	)

Provision for income taxes		(1,190,087	)		—			(1,327,070	)		(85,736	)
Loss from operations		(1,134,632	)		(2,036,155	)		(2,524,394	)		(3,922,689	)

Accrued preferred stock dividend		—			—			(17,700	)		(17,700	)

Net loss attributable to common stockholders	$	(1,134,632	)	$	(2,036,155	)	$	(2,542,094	)	$	(3,940,389	)


Basic and diluted loss per common share

Net loss attributable to common stockholders’ per share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)

Basic and diluted weighted average common shares outstanding		108,746,520			118,664,094			108,746,520			118,664,094

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(2,524,394	)	$	(3,922,689	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount and equity issuance costs		294,635			401,754
Depreciation and amortization		356,232			583,421
Amortization of right of use lease assets		51,016			—
Non-cash lease expense		254,936			40,829
Bad debt expense		12,098			—
Loss (gain) on disposal of property and equipment		—			2,400
Loss (gain) on contingent earnout		(367,056	)		—
Loss (gain) on derivative liability		(4,716	)		(5,219	)
Stock-based compensation		14,968			45,450
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		(91,676	)		(72,679	)
Prepaid expenses and other assets		214,153			(20,472	)
Inventories		(159,388	)		(262,574	)
Income taxes		1,327,070			85,742
Accounts payable, accrued liabilities, and interest payable		266,328			2,243,767
Operating lease liabilities		(224,839	)		(3,035	)
Net cash used in operating activities		(580,633	)		(883,305	)

Cash flows from investing activities
Purchase of property and equipment		(29,994	)		(10,732	)
Acquisition of Station 2 assets		—			(256,582	)
Net cash used in investing activities		(29,994	)		(267,314	)

Cash flows from financing activities
Payments on notes payable		(440,840	)		(705,599	)
Payments on finance lease		(35,180	)		(83,647	)
Proceeds from notes payable		500,000			—
Net cash (used in) provided by financing activities		23,980			(789,246	)

Net decrease in cash and cash equivalents		(586,647	)		(1,939,865	)
Cash and cash equivalents, beginning of period		969,676			2,583,833
Cash and cash equivalents, end of period	$	383,029		$	643,968

Supplemental schedule of cash flow information
Cash paid for interest	$	615,974		$	673,695
Cash paid for taxes	$	6,319		$	6

Non-cash investing & financing activities
Operating lease right-of-use asset obtained in exchange for new operating lease liabilities	$	—		$	348,825
Non-cash debt issuance for acquisition of Station 2 assets	$	—		$	333,953
Accrued dividends	$	17,700		$	17,700
Non-cash extinguishment of debt for Trees MLK Assets	$	264,639		$	—

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

	For the three months ended June 30, 2024
	Preferred Stock				Common Stock				Additional
	Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total

April 1, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,465,275	$	(101,891,802	)	$	(1,244,335	)
Share-based compensation		—		—		—		—		—		—			—
Capital contribution related to the forgiveness of the Trees MLK Note		—		—		—		—		264,639		—			264,639
Net loss		—		—		—		—		—		(1,134,632	)		(1,134,632	)
June 30, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,729,914	$	(103,026,434	)	$	(2,114,328	)

	For the three months ended June 30, 2023
	Preferred Stock				Common Stock				Additional
	Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
April 1, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,626,157	$	(95,288,616	)	$	4,529,651
Share-based compensation		—		—		—		—		18,054		—			18,054
Net loss		—		—		—		—		—		(2,036,155	)		(2,036,155	)
June 30, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,644,211	$	(97,324,771	)	$	2,511,550

	For the six months ended June 30, 2024
	Preferred Stock				Common Stock				Additional
	Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
January 1, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,450,307	$	(100,484,340	)	$	148,159
Share-based compensation		—		—		—		—		14,968		—			14,968
Capital contribution related to the forgiveness of the Trees MLK Note		—		—		—		—		264,639		—			264,639
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Net loss		—		—		—		—		—		(2,524,394	)		(2,524,394	)
June 30, 2024		1,180	$	1,073,446		108,746,520	$	108,746	$	99,729,914	$	(103,026,434	)	$	(2,114,328	)

	For the six months ended June 30, 2023
	Preferred Stock				Common Stock				Additional
	Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
January 1, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,598,761	$	(93,384,382	)	$	6,406,489
Share-based compensation		—		—		—		—		45,450		—			45,450
Dividend on Preferred Stock		—		—		—		—		—		(17,700	)		(17,700	)
Net loss		—		—		—		—		—		(3,922,689	)		(3,922,689	)
June 30, 2023		1,180	$	1,073,446		118,664,094	$	118,664	$	98,644,211	$	(97,324,771	)	$	2,511,550

See Notes to unaudited condensed consolidated financial statements.

TREES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. NATURE OF OPERATIONS, HISTORY, AND PRESENTATION

Nature of Operations

TREES Corporation, a Colorado Corporation (the “Company,” “we,” “us,” or “our,”) is a cannabis retailer and cultivator in the States of Colorado and Oregon.

We presently operate six (6) cannabis dispensaries as follows:

●

Englewood, Colorado

5005 S Federal Boulevard – Recreational license only

●

Denver, Colorado

East Hampden Avenue (formerly Green Man) – Recreational license only

●

Longmont, Colorado

12626 N. 107^th Street (formerly Green Tree/Ancient Alternatives) – Medical and Recreational licenses

●

Three (3) in Oregon

SW Corbett Avenue, Portland, OR – Medical and Recreational licenses

NE 102^nd Avenue, Portland, OR – Medical and Recreational licenses

7050 NE MLK, Portland, OR – Medical and Recreational licenses

We also operate two (2) cultivation facilities in Colorado as follows:

●

SevenFive Farm – 3705 N. 75^th Street, Boulder – Retail cultivation license only

●

6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The condensed consolidated balance sheet for the year ended December 31, 2023, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023, which were included in the annual report on Form 10-K filed by the Company on April 10, 2024.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the six months ended June 30, 2024, are not necessarily indicative of the operating results for the year ending December 31, 2024, or any other interim or future periods. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies.

Reclassifications

Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable.

Customer and Revenue Concentrations – Cultivation Segment

During the three months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 81% of SevenFive’s revenue was with two customers, respectively. During the six months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 77% of SevenFive’s revenue was with two customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

During the three months ended June 30, 2024 and 2023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 90% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with four customers, respectively. During the six months ended June 30, 2024 and 2023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 83% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

Basic and Diluted Loss Per Share

The company presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares as their effect is anti-dilutive.

The calculation of basic and diluted net income (loss) per share is as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
Loss Per Share:
Net Loss	$	(1,134,632	)	$	(2,036,155	)	$	(2,542,094	)	$	(3,940,389	)
Denominator:
Weighted-Average common shares outstanding		108,746,520			118,664,094			108,746,520			118,664,094
Basic net income (loss) per share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)

Potentially dilutive securities excluded from the basic and diluted net income per share are as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Convertible Debt		33,750,000		24,107,143		33,750,000		24,107,143
Warrants to purchase common stock		40,518,462		31,804,686		43,363,476		24,013,547
Options to purchase common stock		4,561,825		4,973,825		4,561,825		4,973,825
		78,830,287		60,885,654		81,675,301		53,094,515

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses and negative cash flows from operations since inception and have primarily funded its operations with proceeds from the issuance of debt and equity. The Company incurred a net loss of $2,524,394 and lost $580,632 in cash from operations during the six months ended June 30, 2024, respectively, and had an accumulated deficit of $103,026,434 as of June 30, 2024. We had cash and cash equivalents of $383,029 as of June 30, 2024. The Company expects our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, The Company has concluded that there is substantial doubt about its ability to continue as a going concern. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital to fund operations, support our planned investing activities, and repay its debt obligations as they become due. If the Company is unable to obtain additional funding, the Company would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect its growth plans.

Summary of Significant Accounting Policies

See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies.

Recently Issued Accounting Standards

The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

NOTE 2. INVENTORIES

Our inventories consisted of the following:

	June 30,		December 31,
	2024		2023
Raw materials	$	—	$	351,241
Work-in-progress and finished goods		1,020,306		509,677
Inventories	$	1,020,306	$	860,918

NOTE 3. LEASES

The Company’s leases consist primarily of real estate leases for retail and cultivation facilities. All but one of the Company’s leases are classified as operating leases. The lease for the retail dispensary acquired in the Green Man transaction is classified as a finance lease. The current and non-current portions of the operating lease liabilities and finance lease liabilities are disclosed separately on the accompanying condensed balance sheets. The finance lease ROU asset is included in property and equipment, net and the operating lease ROU asset is disclosed separately on the accompanying condensed balance sheets. As the rate implicit in the Company’s leases is not readily determinable, we used an estimated incremental borrowing rate of 20% in determining the present value of lease payments.

The operating lease expense for the three and six months ended June 30, 2024, and June 30, 2023, is as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Straight-line operating lease expense	$	245,554	$	338,463	$	462,578	$	731,728
Variable lease cost		51,016		255,348		104,626		458,174
Total operating lease expense	$	296,570	$	593,811	$	567,204	$	1,189,902

The finance lease expense for the three months ended June 30, 2024, and June 30, 2023, was approximately $41,824 and $41,823, respectively. The finance lease expense for the six months ended June 30, 2024, and June 30, 2023 was approximately $83,647 and $83,647, respectively.

Related party leases

As of June 30, 2024, one of the Company’s operating leases, a cultivation facility lease, is a related party lease as the landlord is a principal shareholder and former board member of the Company. As of June 30, 2024, the ROU asset, operating lease liability, current, and operating lease liability, non-current for the related party leases were $94,816, $110,000 and ($10,581), respectively. For the three months ended June 30, 2024 and 2023, the total lease expense for related party leases was $30,000 and $127,790, respectively. For the six months ended June 30, 2024 and 2023, the total lease expense for related party leases was $60,000 and $255,580, respectively.

Lease Maturities

Future remaining minimum lease payments on our operating leases and finance lease are as follows:

Year ending December 31,	Operating leases			Finance lease
2024 (remaining six months)	$	425,189		$	102,700
2025		780,439			171,043
2026		452,948			136,940
2027		302,095			143,102
2028		245,456			149,542
Thereafter		667,154			668,558
Total		2,873,281			1,371,885
Less: Present value adjustment		(1,033,527	)		(700,417	)
Lease liability		1,839,754			671,468
Less: Lease liability, current		(843,229	)		(84,746	)
Lease liability, non-current	$	996,525		$	586,722

The total remaining lease payments in the table above include $772,051 related to renewal option periods that management is reasonably certain will be exercised. The majority of this amount relates to the flagship Trees location in Englewood, Colorado.

As of June 30, 2024, the weighted average remaining term of the Company’s operating leases is 4.75 years, and the remaining term on the finance lease is 8.5 years.

None of the Company’s leases contain residual value guarantees or restrictive covenants.

Supplemental cash flow information

For the six months ended June 30,	2024		2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability	$	567,204	$	701,661
Cash paid for amounts included in finance lease liability	$	83,647	$	100,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities	$	—	$	348,825

NOTE 4. ACCRUED STOCK PAYABLE

The following tables summarize the changes in accrued common stock payable:

			Number of
	Amount		Shares
Balance as of December 31, 2022	$	60,900		100,000
Stock issued		—		—
Balance as of December 31, 2023	$	60,900		100,000
Stock issued		—		—
Balance as of June 30, 2024	$	60,900		100,000

The outstanding balance of accrued stock payable as of June 30, 2024 relates to a February 18, 2020 grant of 100,000 fully vested shares for consulting services. Based on a stock price of $0.61 on the date of grant, the consultant will receive $60,900 worth of our Common Stock. As of June 30, 2024, none of the stock had been issued.

NOTE 5. NOTES PAYABLE

Our notes payable consisted of the following:

	June 30, 2024									December 31, 2023
	Third-party			Related-party			Total			Third-party			Related-party			Total
2022 12% Notes	$	13,167,796			332,204			13,500,000		$	13,167,796		$	332,204		$	13,500,000
Trees Transaction Notes		—			—			—			—			326,811			326,811
Green Tree Acquisition Notes		—			468,333			468,333			—			562,000			562,000
Green Man Acquisition Notes		1,270,000			—			1,270,000			1,555,000			—			1,555,000
Working Capital Notes		1,000,000			—			1,000,000			500,000			—			500,000
Unamortized debt discount		(1,023,010	)		(19,923	)		(1,042,933	)		(1,312,427	)		(25,141	)		(1,337,568	)
Total debt		14,414,786			780,614			15,195,400			13,910,369			1,195,874			15,106,243
Less: Current portion		(96,363	)		(61,400	)		(157,763	)		(605,000	)		(487,382	)		(1,092,382	)
Long-term portion	$	14,318,423		$	719,214		$	15,037,637		$	13,305,369		$	708,492		$	14,013,861

Trees Transaction Notes

In January 2022, with the completion of the Trees MLK acquisition, we are obligated to pay the Seller cash equal to $384,873 in equal monthly installments over a period of 24 months. As of June 30, 2024 and 2023, the debt balance of this note was nil and $224,509, respectively. During the year, the Trees MLK Seller forgave the remaining principal balance $264,639 owed from the Trees MLK acquisition. As the debt holder is also a shareholder of the Company, the effect of this debt forgiveness was accounted for as a capital contribution in paid-in capital.

Green Man Acquisition Notes

In December 2022, with the completion of the Green Man Acquisition, we are obligated to pay the Seller cash equal to $1,500,000 in equal monthly installments over a period of 18 months. The payments begin in December 2023 and the payment is equal to $83,333 per month. The relative fair value of this obligation resulted in a debt discount of $275,154. We recorded amortization of debt discount expense from this obligation of $36,656 and $38,379 for the three months ended June 30, 2024 and 2023, respectively, and $67,802 and $75,629 for the six months ended June 30, 2024 and 2023, respectively.

12% Notes – 2023 Modification

On December 15, 2023, the Company entered into Amended and Restated Senior Secured Convertible Notes with certain accredited investors to modify the original terms of the 12% Notes. We recorded amortization of debt discount expense from the 12% Notes of $117,648 and $77,551 for the three months ended June 30, 2024 and 2023, respectively and $206,832 and $154,250 for the six months ended June 30, 2024 and 2023, respectively.

In addition to the Amended Notes, the Lead Investor agreed to provide an additional $250,000 in a separate note (the “2023 Working Capital Note”) which includes a liquidation preference to recover 1.25x the original investment in the event that the Company commences any dissolution, liquidation, or winding up. At our option, the Lead Investor shall provide up to an additional $250,000, and, in such event, the 2023 Working Capital Note shall have a liquidation preference of 1.5x the original investment, applicable to the full $500,000, in the event that the Company commences any dissolution, liquidation, or winding up. The 2023 Working Capital Note bears interest at 12% per annum and is due and payable on September 15, 2026. As of December 31, 2023, the balance of the Working Capital Note was $500,000, as the Company requested and received the additional $250,000 optional amount.

On June 15^th, 2024 the Lead Investor agreed to provide an additional $250,000 in a separate note (the “2024 Working Capital Note”) which includes a liquidation preference to recover 1.25x the original investment in the event that the Company commences any dissolution, liquidation, or winding up. At our option, the Lead Investor shall provide up to an additional $250,000, and, in such event, the 2024 Working Capital Note shall have a liquidation preference of 1.5x the original investment, applicable to the full $500,000, in the event that the Company commences any dissolution, liquidation, or winding up. The 2024 Working Capital Note bears interest at 12% per annum and is due and payable on September 15, 2026. As of June 30, 2024, the balance of the Working Capital Note was $500,000, as the Company requested and received the additional $250,000 optional amount.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Legal

From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently subject to any material legal proceedings outside the ordinary course of our business.

NOTE 7. STOCKHOLDERS’ EQUITY

2021 Preferred stock dividends

The Company’s Series A Preferred is convertible into 300 shares of common stock per share of Series A Preferred Stock upon the consummation of a capital raise of not less than $5,000,000. Series A Preferred Stock has no par value per share and has the following rights, restrictions, preferences and privileges summarized as follows:

●

Authorized Number of Shares – 5,000

●

Voting Rights – None

●

Dividends – 6% per annum, ‘paid in kind’ in shares of Series A Preferred

●

Conversion – Each share of Series A Preferred is mandatorily convertible into 300 shares of Common Stock upon a minimum capital raise of $5,000,000; sale, merger or business combination of the Company; or the Company listing on an exchange

●

Redemption – No rights of redemption by 2021 Investors, nor mandatory redemption

As of June 30, 2024 and December 31, 2023, we have recorded accrued dividends of $123,900 and $106,200, respectively. Dividends were nil for the three months ended June 30, 2024 and 2023 and $17,700 and $17,700 for the six months ended June 30, 2024 and 2023, respectively.

Stock-based compensation

Stock-based Awards

As of June 30, 2024, the Company has two active plans, the 2020 Omnibus Incentive Plan approved by the Board in November 2020 (“2020 Plan”) and the 2014 Equity Incentive Plan approved by the Board in October 2014 (“2014 Plan” and collectively with the 2020 Plan the “Stock Incentive Plans”) that allow the Board of Directors to grant stock-based awards to eligible employees, non-employee directors, and consultants of the Company and its subsidiaries. Under the Stock Incentive Plans, the Board may grant non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the Stock Incentive Plans is 25 million shares. As of June 30, 2024, stock-based awards for approximately 17.5 million shares are available to be issued under the Stock Incentive Plans.

Stock Options

The following summarizes Employee Awards activity:

						Weighted-
				Weighted-		Average
				Average		Remaining
	Number of			Exercise Price		Contractual
	Shares			per Share		Term (in years)
Outstanding as of December 31, 2023		4,796,825		$	1.05		2.3
Granted		—			—		—
Forfeited or expired		(235,000	)		1.53		—
Outstanding as of June 30, 2024		4,561,825		$	1.00		1.94

Exercisable as of June 30, 2024		4,561,825		$	1.00		1.94

The intrinsic value of the exercisable warrants as of June 30, 2024 was $22,000.

As of June 30, 2024, there was no unrecognized compensation expense related to unvested employee awards.

We recorded nil in compensation expense for the three months ended June 30, 2024 and 2023, respectively and nil in compensation expense for the six months ended June 30, 2024 and 2023, respectively.

Restricted Stock Awards

During the three months ended June 30, 2024, the Company did not grant any Restricted Stock Units. During the six months ended June 30, 2024, the Company granted 429,630 Restricted Stock Units with a fair value of $28,656 pursuant to the 2020 Omnibus Incentive Plan to directors and an employee (“2024 RSUs”). The 2024 RSUs vest seven years from the grant date, or earlier upon certain triggering events as defined in the agreement, and upon vesting convert into one share of the Company’s common stock. The fair value of the 2024 RSUs is determined based on the closing price of the Company’s common stock on the grant date.

The Company recorded nil and $18,054 in compensation expense during the three months ended June 30, 2024, and 2023, respectively, and $14,968 and $45,450 in compensation expense during the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, none of the RSU’s have vested.

A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below:

			Weighted-
			Average
	Number of		Grant
	Shares		Date Value
Outstanding as of December 31, 2023		2,240,462	$	0.04
Granted		429,630		0.07
Forfeited or expired		—		—
Outstanding as of June 30, 2024		2,670,092	$	0.05

Contingent Earnout Liability

On December 12, 2022, we completed the Green Tree Acquisition which consisted of the acquisition of substantially all of the assets of Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively, the “Green Tree Entities”). We paid cash in the amount of $500,000 and stock consideration of 17,977,528 shares of our Common Stock. The closing price of our Common Stock on December 12, 2022, the date of license transfer, was $0.165 per share, as such, fair value of the equity consideration is $2,966,292. Additionally, we had a potential obligation to issue additional stock consideration up to 4,879,615 shares of our Common Stock on the achievement of certain performance indicators on or before June 12, 2024. In November 2023, the Company transferred a majority of the Green Tree Entities back to the original owners. Subsequent to this transfer, the aforementioned debt was modified. This liability is included in Notes payable- current and Notes payable- non-current in the accompanying consolidated balance sheets.

The fair value of the contingent earnout liability was $0 and $367,056 at June 30, 2024 and December, 31 2023, respectively. The change in fair value in the three months and six months ended June 30, 2024 resulted in a gain on change in fair value of $469,907 and $367,056, respectively. The contingent earnout liability remained after the Green Tree Acquisition was partially reversed in Q3 2023 and expired in Q2 2024.

NOTE 8. RELATED PARTY TRANSACTIONS

On September 16, 2022, the Company entered into a new consulting agreement with Adam Hershey, its Interim Chief Executive Officer, pursuant to which Mr. Hershey will continue to serve as the Company’s Interim Chief Executive Officer with compensation equal to $200,000 per annum, payable by the Company, monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party. As part of the new consulting agreement, the Company has also agreed to extend warrants to purchase 7,280,007 shares of Common Stock, held by an affiliate of Mr. Hershey, for an additional two years until May 29, 2027. The exercise price and all other terms and conditions of such warrants remain unchanged. We paid $50,000 and $50,000 for the three months ended June 30, 2024 and 2023, respectively, and $100,000 and $100,000 for the six months ended June 30, 2024 and 2023, respectively.

In February 2023, the Company completed the acquisition of Station 2, LLC’s assets. Station 2, LLC is owned by a board member, who is also a shareholder of the Company. This acquisition was subsequently reversed in Q3 of 2023.

The Company currently has a lease agreement with Dalton Adventures, LLC in which the Company leases 17,000 square feet of greenhouse space in Boulder, Colorado for $29,691 a month, of which $27,000 is base rent and $2,691 is property taxes. The base rent decreased to $10,000 per month starting in May 2023. The owner of Dalton Adventures, LLC is a principal shareholder and former board member of the Company. We have incurred $30,000 and $75,849 in related party lease expense for the three months ended June 30, 2024 and 2023, respectively, and $60,000 and $151,698 in related party lease expense for the six months ended June 30, 2024 and 2023, respectively. See Note 3 for further discussion of the Company’s obligations associated with related party leases.

NOTE 9. SEGMENT INFORMATION

Our operations are organized into two segments: Retail and Cultivation. All revenue originates, and all assets are located in the United States. Segment information is presented in accordance with ASC 280, “Segments Reporting.” This standard is based on a management approach that requires segmentation based upon our internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. Our financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with GAAP.

Three months ended June 30,

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	3,689,122			344,149			(344,149	)		3,689,122
Costs and expenses		(2,981,932	)		(211,796	)		344,149			(2,849,552	)
Segment operating income	$	707,190		$	132,353		$	—			839,570
Corporate expenses											(784,115	)
Net loss from continuing operations before income taxes										$	55,455

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	5,079,564		$	944,830		$	(926,400	)	$	5,097,994
Costs and expenses		(5,347,268	)		(1,046,274	)		926,400			(5,467,142	)
Segment operating income	$	(267,704	)	$	(101,444	)	$	—			(369,148	)
Corporate expenses											(1,667,007	)
Net loss from continuing operations before income taxes										$	(2,036,155	)

Six months ended June 30,

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	7,375,003			592,791			(592,791	)		7,375,003
Costs and expenses		(6,098,192	)		(820,082	)		592,791			(6,325,483	)
Segment operating income	$	1,276,811		$	(227,291	)	$	—			1,049,520
Corporate expenses											(2,246,844	)
Net loss from continuing operations before income taxes										$	(1,197,324	)

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	10,190,183		$	1,628,847		$	(1,610,417	)	$	10,208,613
Costs and expenses		(9,882,836	)		(2,185,847	)		1,610,417			(10,458,266	)
Segment operating income	$	307,347		$	(557,000	)	$	—			(249,653	)
Corporate expenses											(3,587,300	)
Net loss from continuing operations before income taxes										$	(3,836,953	)

	June 30,		December 31,
Total assets	2024		2023
Retail	$	19,504,130	$	20,491,961
Cultivation		1,987,481		1,736,685
Corporate		561,257		1,018,247
Total assets – segments		22,052,868		23,246,893
Intercompany eliminations		—		—
Total assets – consolidated	$	22,052,868	$	23,246,893

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is intended to provide an understanding of our financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. This discussion should be read in conjunction with the Condensed Consolidated Unaudited Financial Statements contained in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related notes and MD&A appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2023. The results of operations for an interim period may not give a true indication of results for future interim periods or for the year.

Cautionary Statement Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q, including the financial statements and related notes, contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended. We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date of this Quarterly Report on Form 10-Q.

When this report uses the words “we,” “us,” or “our,” and the “Company,” they refer to TREES Corporation (formerly, “General Cannabis Corp”).

Our Products, Services, and Customers

TREES Corporation is a cannabis retailer and cultivator in the States of Colorado and Oregon.

We presently operate six (6) cannabis dispensaries as follows:

●

Englewood, Colorado

5005 S. Federal Boulevard – Recreational license only

●

Denver, Colorado

East Hampden Avenue (formerly Green Man) –Recreational license only

●

Longmont, Colorado

12626 N. 107^th Street (formerly Green Tree/Ancient Alternatives) – Medical and Recreational licenses

●

Three (3) in Oregon

SW Corbett Avenue, Portland, OR – Medical and Recreational licenses

NE 102^nd Avenue, Portland, OR – Medical and Recreational licenses

7050 NE MLK, Portland, OR – Medical and Recreational licenses

We also operate two (2) cultivation facilities in Colorado as follows:

●

SevenFive Farm – 3705 N. 75^th Street, Boulder – Retail cultivation license only

●

6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only

Our principal business model is to acquire, integrate and optimize cannabis companies in the retail and cultivation segments utilizing the combined experience of entrepreneurs and synergistic operations of our vertically integrated network. During the three months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 81% of SevenFive’s revenue was with two customers, respectively. During the six months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 77% of SevenFive’s revenue was with two customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.

Results of Operations

The following tables set forth, for the periods indicated, statements of operations data. The tables and the discussion below should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto in this report.

	Three months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	3,689,122		$	5,097,994		$	(1,408,872	)		(28	)%
Costs and expenses		(3,475,320	)		(6,568,727	)		3,093,407			(47	)%
Other expense		(158,347	)		(565,422	)		407,075			(72	)%

Net Gain (Loss) before income taxes	$	55,455		$	(2,036,155	)	$	2,091,610			103	%

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	7,375,003		$	10,208,613		$	(2,833,610	)		(28	)%
Costs and expenses		(7,638,549	)		(12,850,463	)		5,211,914			(41	)%
Other expense		(933,778	)		(1,195,103	)		261,325			(22	)%

Net Loss before income taxes	$	(1,197,324	)	$	(3,836,953	)	$	2,639,629			(69	)%

Revenues

The reversal of the acquisition of a portion of the Green Tree assets, which were returned in Q3 2023, contributed to the decrease in revenues and expenses for the three months ended June 30, 2024 compared to June 30, 2023, and for the six months ended June 30, 2024 and June 30, 2023, respectively.

Costs and expenses

	Three months ended June 30,							Percent
	2024		2023		Change			Change
Cost of sales	$	1,687,442	$	3,230,777	$	(1,543,335	)		(48	)%
Selling, general and administrative		1,333,836		2,485,751		(1,151,915	)		(46	)%
Stock-based compensation		—		18,054		(18,054	)		(100	)%
Professional fees		237,135		543,566		(306,431	)		(56	)%
Depreciation and amortization		216,907		290,579		(73,672	)		(25	)%
	$	3,475,320	$	6,568,727	$	(3,093,407	)		(47	)%

	Six months ended June 30,							Percent
	2024		2023		Change			Change
Cost of sales	$	3,876,537	$	6,288,491	$	(2,411,954	)		(38	)%
Selling, general and administrative		2,779,088		4,781,991		(2,002,903	)		(42	)%
Stock-based compensation		14,968		45,450		(30,482	)		(67	)%
Professional fees		560,708		1,151,110		(590,402	)		(51	)%
Depreciation and amortization		407,248		583,421		(176,173	)		(30	)%
	$	7,638,549	$	12,850,463	$	(5,211,914	)		(41	)%

Cost of sales decreased for three and six months ended June 30, 2024, as compared to June 30, 2023 due to the reversal of the acquisition of a portion of the Green Tree assets.

Selling, general and administrative expense decreased for the three and six months ended June 30, 2024, as compared to June 30, 2023 due to the decreased expenses resulting from the reversal of the acquisition of one dispensary and one cultivation facility in the third quarter of 2023 and one additional dispensary license in the first quarter of 2023, resulting in a decrease in employees and rent expense.

Stock-based compensation included the following:

	Three months ended June 30,							Percent
	2024		2023		Change			Change
Restricted Stock Awards	$	—	$	18,054	$	(18,054	)		(100	)%
	$	—	$	18,054	$	(18,054	)		(100	)%

	Six months ended June 30,							Percent
	2024		2023		Change			Change
Restricted Stock Awards	$	14,968	$	45,450	$	(30,482	)		(67	)%
	$	14,968	$	45,450	$	(30,482	)		(67	)%

Employee awards are issued under our 2020 Omnibus Incentive Plan, which was approved by shareholders on November 23, 2020. Expense varies primarily due to the number of stock options and restricted stock awards granted and the share price on the date of grant. The decrease in expense for the three and six months ended June 30, 2024, as compared to June 30, 2023, is due to issuing less restricted stock awards at a higher per unit grant date value in the second quarter of 2024.

Professional fees consist primarily of accounting and legal expenses. Professional fees decreased for the three and six months ended June 30, 2024 as compared to June 30, 2023 due to the lack of unusual accounting activity in the first and second quarters of 2024 as compared to the 2023 periods.

Depreciation and amortization decreased due to the reversal of the acquisition of a portion of the Green Tree assets and a revaluation of the Green Tree and Green Man acquisitions as of the three and six months ended June 30, 2024, as compared to June 30, 2023.

Other Expense

	Three months ended June 30,									Percent
	2024			2023			Change			Change
Amortization of debt discount	$	174,305		$	220,077		$	(45,772	)		(21	)%
Interest expense		457,172			716,728			(259,556	)		(36	)%
(Gain) loss on derivative liability		(3,223	)		(3,912	)		689			(18	)%
Gain on sale of assets		—			2,400			(2,400	)		(100	)%
Other (income)		—			(369,871	)		369,871			(100	)%
(Gain) loss on contingent earnout		(469,907	)		—			(469,907	)		100	%
	$	158,347		$	565,422		$	(407,075	)		(72	)%

Other Expense

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Amortization of debt discount	$	294,635		$	401,754		$	(107,119	)		(27	)%
Interest expense		1,010,915			1,166,039			(155,124	)		(13	)%
(Gain) loss on derivative liability		(4,716	)		(5,219	)		503			(10	)%
Gain on sale of assets		—			2,400			(2,400	)		(100	)%
Other income		—			(369,871	)		369,871			(100	)%
(Gain) loss on contingent earnout		(367,056	)		—			(367,056	)		100	%
	$	933,778		$	1,195,103		$	(261,325	)		(22	)%

Amortization of debt discount decreased during the three and six months ended June 30, 2024, as compared to June 30, 2023 due to the change in outstanding debt related to the Green Tree acquisition reversal. Interest expense decreased during the three and six months ended June 30, 2024, as compared to June 30, 2023, due to the modification of the 12% Notes with an interest rate of 12% in Q4 2023 and a delay in Q2 2023 payments. The gain on warrant derivative liability reflects the change in the fair value of the 2019 Warrants which expired in Q2 2024. The loss on contingent earnout reflects the change in the fair value of the Green Tree Contingent Earnout liability which expired in Q2 2024.

Retail

	Three months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	3,689,122		$	5,079,564		$	(1,390,442	)		(27	)%
Costs and expenses		(2,981,932	)		(5,347,268	)		2,365,336			(44	)%
Segment operating income	$	707,190		$	(267,704	)	$	974,894			364	%

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	7,375,003		$	10,190,183		$	(2,815,180	)		(28	)%
Costs and expenses		(6,098,192	)		(9,882,836	)		3,784,644			(38	)%
Segment operating income	$	1,276,811		$	307,347		$	969,464			315	%

With the partial reversal of the acquisition of Green Tree in Q3 2023, retail revenue decreased for the three and six months ended June 30, 2024, compared to June 30, 2023. Costs and expenses also decreased as a result of the partial acquisition reversal.

Cultivation

	Three months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	344,149		$	944,830		$	(600,681	)		(64	)%
Costs and expenses		(211,796	)		(1,046,274	)		834,478			(80	)%
Segment operating gain (loss)	$	132,353		$	(101,444	)	$	233,797			230	%

	Six months ended June 30,									Percent
	2024			2023			Change			Change
Revenues	$	592,791		$	1,628,847		$	(1,036,056	)		(64	)%
Costs and expenses		(820,082	)		(2,185,847	)		1,365,765			(62	)%
Segment operating loss	$	(227,291	)	$	(557,000	)	$	329,709			(59	)%

The decrease in revenues for the three and six months ended June 30, 2024 compared to June 30, 2023, is due to the closure of three cultivations during Q2 2023 and a reduction in grow operations at one of the remaining cultivations facilities in Q1 2023. The decrease in cost and expenses for the three and six months ended June 30, 2024 compared to June 30, 2023 is attributed to the closure of three cultivations during Q2 2023 and a reduction in grow operations at one of the remaining cultivations facilities in Q1 2023. The costs and expense incurred between our dispensaries and cultivation locations are eliminated in consolidation.

Liquidity

Sources of liquidity

Our sources of liquidity historically have included the cash exercise of common stock options and warrants, debt, and the issuance of common stock or other equity-based instruments. We anticipate our significant uses of resources will include funding operations.

Sources and uses of cash

We had cash of $383,029 and $969,676 as of June 30, 2024 and December 31, 2023, respectively. Our cash flows from operating, investing and financing activities were as follows:

	Six months ended June 30,
	2024			2023
Net cash used in operating activities	$	(580,633	)	$	(883,305	)
Net cash used in investing activities	$	(29,994	)	$	(267,314	)
Net cash (used in) provided by financing activities	$	23,980		$	(789,246	)

Net cash used in operating activities increased in 2024 due to the expiration and subsequent gain of the Green Tree contingent earnout.

Net cash used in investing activities for the six months ended June 30, 2024 from June 30, 2023 decreased as a result of a lack of acquisition activity in 2024.

Net cash used in financing activities for the six months ended June 30, 2024 decreased from June 30, 2023 due to the partial reversal of the acquisition of a portion of the Green Tree assets and the issuance of the 2024 Working Capital Note.

Capital Resources

We had no material commitments for capital expenditures as of June 30, 2024. Part of our growth strategy, however, is to acquire operating businesses. We expect to fund such activity through cash on hand, the issuance of debt, common stock, warrants for our common stock or a combination thereof.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Actual results may differ from these estimates.

We define critical accounting policies as those that are reflective of significant judgments and uncertainties, and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty.

Business Combinations

Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

Goodwill and Intangibles

Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of ASC No. 350, Intangibles-Goodwill and Other (“ASC No. 350”). ASC No. 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carry value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We test goodwill annually in December, unless an event occurs that would cause us to believe the value is impaired at an interim date. See our Annual Report on Form 10-K for the year ended December 31, 2023, for discussion of the Company’s significant accounting policies.

Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Impairment of Long-lived Assets

We periodically evaluate whether the carrying value of property and equipment has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.

Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and undiscounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.

Debt with Equity-linked Features

We may issue debt that has separate warrants, conversion features, or other equity-linked attributes.

Debt with warrants – When we issue debt with warrants, we treat the warrants as a debt discount, record as a contra-liability against the debt, and amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in capital in our consolidated balance sheets. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statement of operations. The debt is treated as conventional debt.

We determine the value of the non-complex warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the volatility of our stock. For warrants with complex terms, we use the binomial lattice model to estimate their fair value.

Convertible Debt - When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Black-Scholes upon the date of issuance, using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the estimated volatility of our stock.

Modification of Debt - When we change the terms of existing notes payable, we evaluate the amendments under ASC 470-50, Debt Modification and Extinguishment to determine whether the change should be treated as a modification or as a debt extinguishment. This evaluation includes analyzing whether there are significant and consequential changes to the economic substance of the note. If the change is deemed insignificant then the change is considered a debt modification, whereas if the change is substantial the change is reflected as a debt extinguishment.

Equity-based Payments

We estimate the fair value of equity-based instruments issued to employees or to third parties for services or goods using Black-Scholes or the Binomial Model, which requires us to estimate the volatility of our stock and forfeiture rate.

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, judgment and estimates may be required within the revenue recognition process including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the 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; and

●

Step 5: Recognize revenue when the company satisfies a performance obligation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024, the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by the Board, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the second quarter of 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, which have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

As of the date of this report, there have been no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits
10.1		Form of Working Capital Note with issue date of June 15, 2024 (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on June 14, 2024).
10.2		Amended and Restated Working Capital Note dated December 15, 2023 (issue date of June 15, 2024) (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on June 14, 2024).
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TREES CORPORATION

Date: August 9, 2024	/s/ Adam Hershey
	Adam Hershey, Interim Chief Executive Officer
	Principal Executive Officer

	/s/ Edward Myers
	Edward Myers, Interim Chief Financial Officer
	Principal Financial and Accounting Officer

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Exhibit 31.1

CERTIFICATIONS

Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

(Subsections (A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)

I, Adam Hershey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TREES Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

August 9, 2024
	/s/ Adam Hershey
	Adam Hershey, Interim Chief Executive Officer, Principal Executive Officer

Exhibit 31.2

CERTIFICATIONS

Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

(Subsections (A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)

I, Edward Myers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TREES Corporation;

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

August 9, 2024
	/s/ Edward Myers
	Edward Myers, Interim Chief Financial Officer Principal Financial and Accounting Officer

Exhibit 32.1

In connection with the Quarterly Report of TREES Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), Adam Hershey, the Company’s Principal Executive Officer, and Edward Meyers, the Company’s Principal Financial and Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company.

August 9, 2024	/s/ Adam Hershey
	Adam Hershey, Interim Chief Executive Officer, Principal Executive Officer

August 9, 2024	/s/ Edward Myers
	Edward Myers, Interim Chief Financial Officer Principal Financial and Accounting Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	TREES CORPORATION
Entity Central Index Key	0001477009
Entity File Number	000-54457
Entity Tax Identification Number	90-1072649
Entity Incorporation, State or Country Code	CO
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	215 Union Boulevard
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80228
Entity Phone Fax Numbers [Line Items]
City Area Code	(303)
Local Phone Number	759-1300
Entity Listings [Line Items]
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		108,746,520

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 383,029	$ 969,676
Accounts receivable, net of allowance of $53,098 and $42,000, respectively	191,441	111,863
Inventories, net	1,020,306	860,918
Prepaid expenses and other current assets	197,758	411,911
Total current assets	1,792,534	2,354,368
Right-of-use operating lease asset	1,724,897	1,979,833
Property and equipment, net	1,277,900	1,395,104
Intangible assets, net	1,377,440	1,637,491
Goodwill	15,880,097	15,880,097
Total assets	22,052,868	23,246,893
Current liabilities
Accounts payable and accrued expenses	2,522,589	2,617,536
Interest payable	1,961,350	1,570,077
Income tax payable	1,719,835	392,765
Operating lease liability, current	843,229	846,201
Finance lease liability, current	84,746	205,400
Accrued stock payable	60,900	60,900
Accrued dividends	123,900	106,200
Warrant derivative liability		4,716
Accrued legal fees	72,000	102,000
Notes payable - current	157,763	1,092,382
Contingent Earnout Liability		367,056
Total current liabilities	7,546,312	7,365,233
Operating lease liability, non-current	996,525	1,218,392
Finance lease liability, non-current	586,722	501,248
Notes payable - non-current (net of unamortized discount)	15,037,637	14,013,861
Total liabilities	24,167,196	23,098,734
Commitments and contingencies (Note6)
Stockholders’ equity (deficit)
Preferred stock, no par value; 5,000,000 and 5,000,000 shares authorized; 1,180 and 1,180 issued and outstanding, respectively	1,073,446	1,073,446
Common stock, $0.001 par value; 200,000,000 and 200,000,000 shares authorized; 108,746,520 and 108,746,520 shares issued and outstanding, respectively	108,746	108,746
Additional paid-in capital	99,729,914	99,450,307
Accumulated deficit	(103,026,434)	(100,484,340)
Total stockholders’ equity (deficit)	(2,114,328)	148,159
Total liabilities and stockholders’ equity (deficit)	$ 22,052,868	$ 23,246,893

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance (in Dollars)	$ 53,098	$ 42,000
Preferred stock, par value (in dollars per share) (in Dollars per share)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	1,180	1,180
Preferred stock, shares outstanding	1,180	1,180
Common stock, par value (in dollars per share) (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	108,746,520	108,746,520
Common stock, shares outstanding	108,746,520	108,746,520

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Total revenue	$ 3,689,122	$ 5,097,994	$ 7,375,003	$ 10,208,613
Costs and expenses
Cost of sales	1,687,442	3,230,777	3,876,537	6,288,491
Selling, general and administrative	1,333,836	2,485,751	2,779,088	4,781,991
Stock-based compensation		18,054	14,968	45,450
Professional fees	237,135	543,566	560,708	1,151,110
Depreciation and amortization	216,907	290,579	407,248	583,421
Total costs and expenses	3,475,320	6,568,727	7,638,549	12,850,463
Operating income (loss)	213,802	(1,470,733)	(263,546)	(2,641,850)
Other income (expenses)
Amortization of debt discount	(174,305)	(220,077)	(294,635)	(401,754)
Interest expense	(457,172)	(716,728)	(1,010,915)	(1,166,039)
Gain on derivative liability	3,223	3,912	4,716	5,219
Gain on contingent earnout	469,907		367,056
Loss on sale of assets		(2,400)		(2,400)
Other income		369,871		369,871
Total other income (expenses)	(158,347)	(565,422)	(933,778)	(1,195,103)
Net income (loss) from operations before income taxes	55,455	(2,036,155)	(1,197,324)	(3,836,953)
Provision for income taxes	(1,190,087)		(1,327,070)	(85,736)
Loss from operations	(1,134,632)	(2,036,155)	(2,524,394)	(3,922,689)
Accrued preferred stock dividend			(17,700)	(17,700)
Net loss attributable to common stockholders	$ (1,134,632)	$ (2,036,155)	$ (2,542,094)	$ (3,940,389)
Basic and diluted loss per common share
Net loss attributable to common stockholders’ per share (in Dollars per share)	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Basic and diluted weighted average common shares outstanding (in Shares)	108,746,520	118,664,094	108,746,520	118,664,094
Retail sales
Revenue
Revenue	$ 3,689,122	$ 5,079,564	$ 7,375,003	$ 10,190,183
Cultivation sales
Revenue
Revenue		$ 18,430		$ 18,430

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net loss attributable to common stockholders per share diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Weighted average number of common shares outstanding diluted	108,746,520	118,664,094	108,746,520	118,664,094

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (2,524,394)	$ (3,922,689)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount and equity issuance costs	294,635	401,754
Depreciation and amortization	356,232	583,421
Amortization of right of use lease assets	51,016
Non-cash lease expense	254,936	40,829
Bad debt expense	12,098
Loss (gain) on disposal of property and equipment		2,400
Loss (gain) on contingent earnout	(367,056)
Loss (gain) on derivative liability	(4,716)	(5,219)
Stock-based compensation	14,968	45,450
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	(91,676)	(72,679)
Prepaid expenses and other assets	214,153	(20,472)
Inventories	(159,388)	(262,574)
Income taxes	1,327,070	85,742
Accounts payable, accrued liabilities, and interest payable	266,328	2,243,767
Operating lease liabilities	(224,839)	(3,035)
Net cash used in operating activities	(580,633)	(883,305)
Cash flows from investing activities
Purchase of property and equipment	(29,994)	(10,732)
Acquisition of Station 2 assets		(256,582)
Net cash used in investing activities	(29,994)	(267,314)
Cash flows from financing activities
Payments on notes payable	(440,840)	(705,599)
Payments on finance lease	(35,180)	(83,647)
Proceeds from notes payable	500,000
Net cash (used in) provided by financing activities	23,980	(789,246)
Net decrease in cash and cash equivalents	(586,647)	(1,939,865)
Cash and cash equivalents, beginning of period	969,676	2,583,833
Cash and cash equivalents, end of period	383,029	643,968
Supplemental schedule of cash flow information
Cash paid for interest	615,974	673,695
Cash paid for taxes	6,319	6
Non-cash investing & financing activities
Operating lease right-of-use asset obtained in exchange for new operating lease liabilities		348,825
Non-cash debt issuance for acquisition of Station 2 assets		333,953
Accrued dividends	17,700	17,700
Non-cash extinguishment of debt for Trees MLK Assets	$ 264,639

Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 1,073,446	$ 118,664	$ 98,598,761	$ (93,384,382)	$ 6,406,489
Balance (in Shares) at Dec. 31, 2022	1,180	118,664,094
Share-based compensation			45,450		45,450
Dividend on Preferred Stock				(17,700)	(17,700)
Net loss				(3,922,689)	(3,922,689)
Balance at Jun. 30, 2023	$ 1,073,446	$ 118,664	98,644,211	(97,324,771)	2,511,550
Balance (in Shares) at Jun. 30, 2023	1,180	118,664,094
Balance at Mar. 31, 2023	$ 1,073,446	$ 118,664	98,626,157	(95,288,616)	4,529,651
Balance (in Shares) at Mar. 31, 2023	1,180	118,664,094
Share-based compensation			18,054		18,054
Net loss				(2,036,155)	(2,036,155)
Balance at Jun. 30, 2023	$ 1,073,446	$ 118,664	98,644,211	(97,324,771)	2,511,550
Balance (in Shares) at Jun. 30, 2023	1,180	118,664,094
Balance at Dec. 31, 2023	$ 1,073,446	$ 108,746	99,450,307	(100,484,340)	148,159
Balance (in Shares) at Dec. 31, 2023	1,180	108,746,520
Share-based compensation			14,968		14,968
Capital contribution related to the forgiveness of the Trees MLK Note			264,639		264,639
Dividend on Preferred Stock				(17,700)	(17,700)
Net loss				(2,524,394)	(2,524,394)
Balance at Jun. 30, 2024	$ 1,073,446	$ 108,746	99,729,914	(103,026,434)	(2,114,328)
Balance (in Shares) at Jun. 30, 2024	1,180	108,746,520
Balance at Mar. 31, 2024	$ 1,073,446	$ 108,746	99,465,275	(101,891,802)	(1,244,335)
Balance (in Shares) at Mar. 31, 2024	1,180	108,746,520
Share-based compensation
Capital contribution related to the forgiveness of the Trees MLK Note			264,639		264,639
Net loss				(1,134,632)	(1,134,632)
Balance at Jun. 30, 2024	$ 1,073,446	$ 108,746	$ 99,729,914	$ (103,026,434)	$ (2,114,328)
Balance (in Shares) at Jun. 30, 2024	1,180	108,746,520

Nature of Operations, History, and Presentation

6 Months Ended

Jun. 30, 2024

Nature of Operations, History, and Presentation [Abstract]

NATURE OF OPERATIONS, HISTORY, AND PRESENTATION

NOTE 1. NATURE OF OPERATIONS, HISTORY, AND PRESENTATION

Nature of Operations

TREES Corporation, a Colorado Corporation (the “Company,” “we,” “us,” or “our,”) is a cannabis retailer and cultivator in the States of Colorado and Oregon.

We presently operate six (6) cannabis dispensaries as follows:

●

Englewood, Colorado

5005 S Federal Boulevard – Recreational license only

●

Denver, Colorado

East Hampden Avenue (formerly Green Man) – Recreational license only

●

Longmont, Colorado

12626 N. 107^th Street (formerly Green Tree/Ancient Alternatives) – Medical and Recreational licenses

●

Three (3) in Oregon

SW Corbett Avenue, Portland, OR – Medical and Recreational licenses

NE 102^nd Avenue, Portland, OR – Medical and Recreational licenses

7050 NE MLK, Portland, OR – Medical and Recreational licenses

We also operate two (2) cultivation facilities in Colorado as follows:

●

SevenFive Farm – 3705 N. 75^th Street, Boulder – Retail cultivation license only

●

6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only

Basis of Presentation

Reclassifications

Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable.

Customer and Revenue Concentrations – Cultivation Segment

Basic and Diluted Loss Per Share

The calculation of basic and diluted net income (loss) per share is as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
Loss Per Share:
Net Loss	$	(1,134,632	)	$	(2,036,155	)	$	(2,542,094	)	$	(3,940,389	)
Denominator:
Weighted-Average common shares outstanding		108,746,520			118,664,094			108,746,520			118,664,094
Basic net income (loss) per share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)

Potentially dilutive securities excluded from the basic and diluted net income per share are as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Convertible Debt		33,750,000		24,107,143		33,750,000		24,107,143
Warrants to purchase common stock		40,518,462		31,804,686		43,363,476		24,013,547
Options to purchase common stock		4,561,825		4,973,825		4,561,825		4,973,825
		78,830,287		60,885,654		81,675,301		53,094,515

Going Concern

Summary of Significant Accounting Policies

See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies.

Recently Issued Accounting Standards

The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

Inventories

6 Months Ended

Jun. 30, 2024

Inventories, Net [Abstract]

INVENTORIES

NOTE 2. INVENTORIES

Our inventories consisted of the following:

	June 30,		December 31,
	2024		2023
Raw materials	$	—	$	351,241
Work-in-progress and finished goods		1,020,306		509,677
Inventories	$	1,020,306	$	860,918

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

NOTE 3. LEASES

The operating lease expense for the three and six months ended June 30, 2024, and June 30, 2023, is as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Straight-line operating lease expense	$	245,554	$	338,463	$	462,578	$	731,728
Variable lease cost		51,016		255,348		104,626		458,174
Total operating lease expense	$	296,570	$	593,811	$	567,204	$	1,189,902

Related party leases

Lease Maturities

Future remaining minimum lease payments on our operating leases and finance lease are as follows:

Year ending December 31,	Operating leases			Finance lease
2024 (remaining six months)	$	425,189		$	102,700
2025		780,439			171,043
2026		452,948			136,940
2027		302,095			143,102
2028		245,456			149,542
Thereafter		667,154			668,558
Total		2,873,281			1,371,885
Less: Present value adjustment		(1,033,527	)		(700,417	)
Lease liability		1,839,754			671,468
Less: Lease liability, current		(843,229	)		(84,746	)
Lease liability, non-current	$	996,525		$	586,722

As of June 30, 2024, the weighted average remaining term of the Company’s operating leases is 4.75 years, and the remaining term on the finance lease is 8.5 years.

None of the Company’s leases contain residual value guarantees or restrictive covenants.

Supplemental cash flow information

For the six months ended June 30,	2024		2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability	$	567,204	$	701,661
Cash paid for amounts included in finance lease liability	$	83,647	$	100,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities	$	—	$	348,825

Accrued Stock Payable

6 Months Ended

Jun. 30, 2024

Accrued Stock Payable [Abstract]

ACCRUED STOCK PAYABLE

NOTE 4. ACCRUED STOCK PAYABLE

The following tables summarize the changes in accrued common stock payable:

			Number of
	Amount		Shares
Balance as of December 31, 2022	$	60,900		100,000
Stock issued		—		—
Balance as of December 31, 2023	$	60,900		100,000
Stock issued		—		—
Balance as of June 30, 2024	$	60,900		100,000

Notes Payable

6 Months Ended

Jun. 30, 2024

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 5. NOTES PAYABLE

Our notes payable consisted of the following:

	June 30, 2024									December 31, 2023
	Third-party			Related-party			Total			Third-party			Related-party			Total
2022 12% Notes	$	13,167,796			332,204			13,500,000		$	13,167,796		$	332,204		$	13,500,000
Trees Transaction Notes		—			—			—			—			326,811			326,811
Green Tree Acquisition Notes		—			468,333			468,333			—			562,000			562,000
Green Man Acquisition Notes		1,270,000			—			1,270,000			1,555,000			—			1,555,000
Working Capital Notes		1,000,000			—			1,000,000			500,000			—			500,000
Unamortized debt discount		(1,023,010	)		(19,923	)		(1,042,933	)		(1,312,427	)		(25,141	)		(1,337,568	)
Total debt		14,414,786			780,614			15,195,400			13,910,369			1,195,874			15,106,243
Less: Current portion		(96,363	)		(61,400	)		(157,763	)		(605,000	)		(487,382	)		(1,092,382	)
Long-term portion	$	14,318,423		$	719,214		$	15,037,637		$	13,305,369		$	708,492		$	14,013,861

Trees Transaction Notes

Green Man Acquisition Notes

12% Notes – 2023 Modification

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Legal

Stockholders’ Equity

6 Months Ended

Jun. 30, 2024

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

2021 Preferred stock dividends

●

Authorized Number of Shares – 5,000

●

Voting Rights – None

●

Dividends – 6% per annum, ‘paid in kind’ in shares of Series A Preferred

●

Redemption – No rights of redemption by 2021 Investors, nor mandatory redemption

Stock-based compensation

Stock-based Awards

Stock Options

The following summarizes Employee Awards activity:

						Weighted-
				Weighted-		Average
				Average		Remaining
	Number of			Exercise Price		Contractual
	Shares			per Share		Term (in years)
Outstanding as of December 31, 2023		4,796,825		$	1.05		2.3
Granted		—			—		—
Forfeited or expired		(235,000	)		1.53		—
Outstanding as of June 30, 2024		4,561,825		$	1.00		1.94

Exercisable as of June 30, 2024		4,561,825		$	1.00		1.94

The intrinsic value of the exercisable warrants as of June 30, 2024 was $22,000.

As of June 30, 2024, there was no unrecognized compensation expense related to unvested employee awards.

We recorded nil in compensation expense for the three months ended June 30, 2024 and 2023, respectively and nil in compensation expense for the six months ended June 30, 2024 and 2023, respectively.

Restricted Stock Awards

A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below:

			Weighted-
			Average
	Number of		Grant
	Shares		Date Value
Outstanding as of December 31, 2023		2,240,462	$	0.04
Granted		429,630		0.07
Forfeited or expired		—		—
Outstanding as of June 30, 2024		2,670,092	$	0.05

Contingent Earnout Liability

Related Party Transactions

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 8. RELATED PARTY TRANSACTIONS

Segment Information

6 Months Ended

Jun. 30, 2024

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 9. SEGMENT INFORMATION

Three months ended June 30,

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	3,689,122			344,149			(344,149	)		3,689,122
Costs and expenses		(2,981,932	)		(211,796	)		344,149			(2,849,552	)
Segment operating income	$	707,190		$	132,353		$	—			839,570
Corporate expenses											(784,115	)
Net loss from continuing operations before income taxes										$	55,455

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	5,079,564		$	944,830		$	(926,400	)	$	5,097,994
Costs and expenses		(5,347,268	)		(1,046,274	)		926,400			(5,467,142	)
Segment operating income	$	(267,704	)	$	(101,444	)	$	—			(369,148	)
Corporate expenses											(1,667,007	)
Net loss from continuing operations before income taxes										$	(2,036,155	)

Six months ended June 30,

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	7,375,003			592,791			(592,791	)		7,375,003
Costs and expenses		(6,098,192	)		(820,082	)		592,791			(6,325,483	)
Segment operating income	$	1,276,811		$	(227,291	)	$	—			1,049,520
Corporate expenses											(2,246,844	)
Net loss from continuing operations before income taxes										$	(1,197,324	)

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	10,190,183		$	1,628,847		$	(1,610,417	)	$	10,208,613
Costs and expenses		(9,882,836	)		(2,185,847	)		1,610,417			(10,458,266	)
Segment operating income	$	307,347		$	(557,000	)	$	—			(249,653	)
Corporate expenses											(3,587,300	)
Net loss from continuing operations before income taxes										$	(3,836,953	)

	June 30,		December 31,
Total assets	2024		2023
Retail	$	19,504,130	$	20,491,961
Cultivation		1,987,481		1,736,685
Corporate		561,257		1,018,247
Total assets – segments		22,052,868		23,246,893
Intercompany eliminations		—		—
Total assets – consolidated	$	22,052,868	$	23,246,893

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,134,632)	$ (2,036,155)	$ (2,524,394)	$ (3,922,689)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Reclassifications

Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable.

Customer and Revenue Concentrations – Cultivation Segment

Basic and Diluted Loss Per Share

The calculation of basic and diluted net income (loss) per share is as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
Loss Per Share:
Net Loss	$	(1,134,632	)	$	(2,036,155	)	$	(2,542,094	)	$	(3,940,389	)
Denominator:
Weighted-Average common shares outstanding		108,746,520			118,664,094			108,746,520			118,664,094
Basic net income (loss) per share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)

Potentially dilutive securities excluded from the basic and diluted net income per share are as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Convertible Debt		33,750,000		24,107,143		33,750,000		24,107,143
Warrants to purchase common stock		40,518,462		31,804,686		43,363,476		24,013,547
Options to purchase common stock		4,561,825		4,973,825		4,561,825		4,973,825
		78,830,287		60,885,654		81,675,301		53,094,515

Going Concern

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

Nature of Operations, History, and Presentation (Tables)

6 Months Ended

Jun. 30, 2024

Nature of Operations, History, and Presentation [Abstract]

Schedule of Basic and Diluted Net Income (Loss) Per Share

The calculation of basic and diluted net income (loss) per share is as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
Loss Per Share:
Net Loss	$	(1,134,632	)	$	(2,036,155	)	$	(2,542,094	)	$	(3,940,389	)
Denominator:
Weighted-Average common shares outstanding		108,746,520			118,664,094			108,746,520			118,664,094
Basic net income (loss) per share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)

Schedule of Potentially Dilutive Securities Excluded from the Basic and Diluted Net Income Per Share

Potentially dilutive securities excluded from the basic and diluted net income per share are as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Convertible Debt		33,750,000		24,107,143		33,750,000		24,107,143
Warrants to purchase common stock		40,518,462		31,804,686		43,363,476		24,013,547
Options to purchase common stock		4,561,825		4,973,825		4,561,825		4,973,825
		78,830,287		60,885,654		81,675,301		53,094,515

Inventories (Tables)

6 Months Ended

Jun. 30, 2024

Inventories, Net [Abstract]

Schedule of Inventories

Our inventories consisted of the following:

	June 30,		December 31,
	2024		2023
Raw materials	$	—	$	351,241
Work-in-progress and finished goods		1,020,306		509,677
Inventories	$	1,020,306	$	860,918

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Operating Lease Expense

The operating lease expense for the three and six months ended June 30, 2024, and June 30, 2023, is as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Straight-line operating lease expense	$	245,554	$	338,463	$	462,578	$	731,728
Variable lease cost		51,016		255,348		104,626		458,174
Total operating lease expense	$	296,570	$	593,811	$	567,204	$	1,189,902

Schedule of Future Remaining Minimum Lease Payments on our Operating Leases and Finance Lease

Future remaining minimum lease payments on our operating leases and finance lease are as follows:

Year ending December 31,	Operating leases			Finance lease
2024 (remaining six months)	$	425,189		$	102,700
2025		780,439			171,043
2026		452,948			136,940
2027		302,095			143,102
2028		245,456			149,542
Thereafter		667,154			668,558
Total		2,873,281			1,371,885
Less: Present value adjustment		(1,033,527	)		(700,417	)
Lease liability		1,839,754			671,468
Less: Lease liability, current		(843,229	)		(84,746	)
Lease liability, non-current	$	996,525		$	586,722

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information

For the six months ended June 30,	2024		2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability	$	567,204	$	701,661
Cash paid for amounts included in finance lease liability	$	83,647	$	100,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities	$	—	$	348,825

Accrued Stock Payable (Tables)

6 Months Ended

Jun. 30, 2024

Accrued Stock Payable [Abstract]

Schedule of Accrued Common Stock Payable

The following tables summarize the changes in accrued common stock payable:

			Number of
	Amount		Shares
Balance as of December 31, 2022	$	60,900		100,000
Stock issued		—		—
Balance as of December 31, 2023	$	60,900		100,000
Stock issued		—		—
Balance as of June 30, 2024	$	60,900		100,000

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2024

Notes Payable [Abstract]

Schedule of Notes Payable

Our notes payable consisted of the following:

	June 30, 2024									December 31, 2023
	Third-party			Related-party			Total			Third-party			Related-party			Total
2022 12% Notes	$	13,167,796			332,204			13,500,000		$	13,167,796		$	332,204		$	13,500,000
Trees Transaction Notes		—			—			—			—			326,811			326,811
Green Tree Acquisition Notes		—			468,333			468,333			—			562,000			562,000
Green Man Acquisition Notes		1,270,000			—			1,270,000			1,555,000			—			1,555,000
Working Capital Notes		1,000,000			—			1,000,000			500,000			—			500,000
Unamortized debt discount		(1,023,010	)		(19,923	)		(1,042,933	)		(1,312,427	)		(25,141	)		(1,337,568	)
Total debt		14,414,786			780,614			15,195,400			13,910,369			1,195,874			15,106,243
Less: Current portion		(96,363	)		(61,400	)		(157,763	)		(605,000	)		(487,382	)		(1,092,382	)
Long-term portion	$	14,318,423		$	719,214		$	15,037,637		$	13,305,369		$	708,492		$	14,013,861

Stockholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders’ Equity [Abstract]

Schedule of Employee Awards Activity

The following summarizes Employee Awards activity:

						Weighted-
				Weighted-		Average
				Average		Remaining
	Number of			Exercise Price		Contractual
	Shares			per Share		Term (in years)
Outstanding as of December 31, 2023		4,796,825		$	1.05		2.3
Granted		—			—		—
Forfeited or expired		(235,000	)		1.53		—
Outstanding as of June 30, 2024		4,561,825		$	1.00		1.94

Exercisable as of June 30, 2024		4,561,825		$	1.00		1.94

Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan

A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below:

			Weighted-
			Average
	Number of		Grant
	Shares		Date Value
Outstanding as of December 31, 2023		2,240,462	$	0.04
Granted		429,630		0.07
Forfeited or expired		—		—
Outstanding as of June 30, 2024		2,670,092	$	0.05

Segment Information (Tables)

6 Months Ended

Jun. 30, 2024

Segment Information [Abstract]

Schedule of Internal Profit and Loss by Segment

Our financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with GAAP.

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	3,689,122			344,149			(344,149	)		3,689,122
Costs and expenses		(2,981,932	)		(211,796	)		344,149			(2,849,552	)
Segment operating income	$	707,190		$	132,353		$	—			839,570
Corporate expenses											(784,115	)
Net loss from continuing operations before income taxes										$	55,455

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	5,079,564		$	944,830		$	(926,400	)	$	5,097,994
Costs and expenses		(5,347,268	)		(1,046,274	)		926,400			(5,467,142	)
Segment operating income	$	(267,704	)	$	(101,444	)	$	—			(369,148	)
Corporate expenses											(1,667,007	)
Net loss from continuing operations before income taxes										$	(2,036,155	)

2024	Retail			Cultivation			Eliminations			Total
Revenues	$	7,375,003			592,791			(592,791	)		7,375,003
Costs and expenses		(6,098,192	)		(820,082	)		592,791			(6,325,483	)
Segment operating income	$	1,276,811		$	(227,291	)	$	—			1,049,520
Corporate expenses											(2,246,844	)
Net loss from continuing operations before income taxes										$	(1,197,324	)

2023	Retail			Cultivation			Eliminations			Total
Revenues	$	10,190,183		$	1,628,847		$	(1,610,417	)	$	10,208,613
Costs and expenses		(9,882,836	)		(2,185,847	)		1,610,417			(10,458,266	)
Segment operating income	$	307,347		$	(557,000	)	$	—			(249,653	)
Corporate expenses											(3,587,300	)
Net loss from continuing operations before income taxes										$	(3,836,953	)

Schedule of Total Assets by Segment

	June 30,		December 31,
Total assets	2024		2023
Retail	$	19,504,130	$	20,491,961
Cultivation		1,987,481		1,736,685
Corporate		561,257		1,018,247
Total assets – segments		22,052,868		23,246,893
Intercompany eliminations		—		—
Total assets – consolidated	$	22,052,868	$	23,246,893

Nature of Operations, History, and Presentation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Nature of Operations, History, and Presentation [Line Items]
Net loss (in Dollars)	$ (1,134,632)	$ (2,036,155)	$ (2,524,394)	$ (3,922,689)
Cash from operations (in Dollars)	580,632		580,632
Accumulated deficit (in Dollars)	(103,026,434)		(103,026,434)		$ (100,484,340)
Cash and cash equivalents (in Dollars)	$ 383,029		$ 383,029		$ 969,676
Customer Concentration Risk [Member] \| SevenFive’s revenue [Member] \| Revenue net [Member]
Nature of Operations, History, and Presentation [Line Items]
Risk percentage	100.00%	81.00%	100.00%	77.00%
Customer Concentration Risk [Member] \| Green Tree’s revenue [Member] \| Revenue net [Member]
Nature of Operations, History, and Presentation [Line Items]
Risk percentage	100.00%	90.00%	100.00%	83.00%

Nature of Operations, History, and Presentation (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Loss Per Share:
Net Loss	$ (1,134,632)	$ (2,036,155)	$ (2,542,094)	$ (3,940,389)
Denominator:
Weighted-Average common shares outstanding	108,746,520	118,664,094	108,746,520	118,664,094
Basic net income (loss) per share	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)

Nature of Operations, History, and Presentation (Details) - Schedule of Potentially Dilutive Securities Excluded from the Basic and Diluted Net Income Per Share - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	78,830,287	60,885,654	81,675,301	53,094,515
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	33,750,000	24,107,143	33,750,000	24,107,143
Warrants to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	40,518,462	31,804,686	43,363,476	24,013,547
Options to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	4,561,825	4,973,825	4,561,825	4,973,825

Inventories (Details) - Schedule of Inventories - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Inventories [Abstract]
Raw materials		$ 351,241
Work-in-progress and finished goods	1,020,306	509,677
Inventories	$ 1,020,306	$ 860,918

Leases (Details) - USD ($)	3 Months Ended		6 Months Ended
Leases (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Leases [Line Items]
Estimated incremental borrowing rate	20.00%		20.00%
Finance lease expense	$ 41,824	$ 41,823	$ 83,647	$ 83,647
Right-of-use asset	1,724,897		1,724,897		$ 1,979,833
Operating lease liability current	843,229		843,229		846,201
Operating lease liability non-current	996,525		996,525		$ 1,218,392
Total lease expense	$ 296,570	593,811	567,204	1,189,902
Total remaining lease payments			$ 567,204	701,661
Operating leases weighted average remaining term	4 years 9 months		4 years 9 months
Finance lease weighted average remaining term	8 years 6 months		8 years 6 months
Related Party Leases [Member]
Leases [Line Items]
Right-of-use asset	$ 94,816		$ 94,816
Operating lease liability current	110,000		110,000
Operating lease liability non-current	10,581		10,581
Total lease expense	$ 30,000	$ 127,790	60,000	$ 255,580
Lease Maturities [Member]
Leases [Line Items]
Total remaining lease payments			$ 772,051

Leases (Details) - Schedule of Operating Lease Expense - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Operating Lease Expense [Abstract]
Straight-line operating lease expense	$ 245,554	$ 338,463	$ 462,578	$ 731,728
Variable lease cost	51,016	255,348	104,626	458,174
Total operating lease expense	$ 296,570	$ 593,811	$ 567,204	$ 1,189,902

Leases (Details) - Schedule of Future Remaining Minimum Lease Payments on Our Operating Leases and Finance Lease - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Future Remaining Minimum Lease Payments on our Operating Leases and Finance Lease [Abstract]
Operating leases, 2024 (remaining six months)	$ 425,189
Finance lease, 2024 (remaining six months)	102,700
Operating leases, 2025	780,439
Finance lease, 2025	171,043
Operating leases, 2026	452,948
Finance lease, 2026	136,940
Operating leases, 2027	302,095
Finance lease, 2027	143,102
Operating leases, 2028	245,456
Finance lease, 2028	149,542
Operating leases, Thereafter	667,154
Finance lease, Thereafter	668,558
Operating leases, Total	2,873,281
Finance lease, Total	1,371,885
Operating leases, Less: Present value adjustment	(1,033,527)
Finance lease, Less: Present value adjustment	(700,417)
Operating leases, Lease liability	1,839,754
Finance lease, Lease liability	671,468
Operating leases, Less: Lease liability, current	(843,229)	$ (846,201)
Finance lease, Less: Lease liability, current	(84,746)	(205,400)
Operating leases, Lease liability, non-current	996,525	1,218,392
Finance lease, Lease liability, non-current	$ 586,722	$ 501,248

Leases (Details) - Schedule of Supplemental Cash Flow Information - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability	$ 567,204	$ 701,661
Cash paid for amounts included in finance lease liability	83,647	100,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities		$ 348,825

Accrued Stock Payable (Details)	Feb. 18, 2020 USD ($) $ / shares shares
Accrued Stock Payable [Abstract]
Consulting service vested shares \| shares	100,000
Stock price \| $ / shares	$ 0.61
Consultant stock award, Amount \| $	$ 60,900

Accrued Stock Payable (Details) - Schedule of Accrued Common Stock Payable - Share-Based Payment Arrangement, Option [Member] - Common Stock [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accrued Common Stock Payable [Line Items]
Balance amount beginning	$ 60,900	$ 60,900
Balance number of shares beginning	100,000	100,000
Stock issued amount
Stock issued number of shares
Balance amount ending	$ 60,900	$ 60,900
Balance number of shares ending	100,000	100,000

Notes Payable (Details) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
Notes Payable (Details) - USD ($)	Jun. 30, 2024	Jun. 15, 2024	Dec. 31, 2023	Jan. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022	Dec. 15, 2023
Notes Payable [Line Items]
Remaining principal balance							$ 264,639
Amortization of debt discount							294,635	$ 401,754
Additional amount	$ 250,000	$ 250,000			$ 250,000		$ 250,000
Percentage of working capital		12.00%					12.00%
Balance of working capital	500,000		$ 500,000
Received the additional optional amount	$ 250,000		250,000
Debt discount expense [Member]
Notes Payable [Line Items]
Interest rate	12.00%				12.00%		12.00%
Trees MLK [Member]
Notes Payable [Line Items]
Cash payment to seller				$ 384,873
Installments over a period				24 months
Debt balance						$ 224,509		224,509
Green Man Acquisition [Member]
Notes Payable [Line Items]
Cash payment to seller									$ 1,500,000
Installments over a period									18 months
Green Man Acquisition Notes [Member]
Notes Payable [Line Items]
Monthly due payments			$ 83,333
Debt discount	275,154				275,154		275,154
Amortization of debt discount					36,656	38,379	67,802	75,629
Senior Secured Convertible Notes [Member]
Notes Payable [Line Items]
Interest rate										12.00%
12% Notes – 2023 Modification [Memebr]
Notes Payable [Line Items]
Amortization of debt discount					117,648	$ 77,551	206,832	$ 154,250
Liquidation preference	250,000	$ 250,000			250,000		250,000
2024 Working Capital Note [Member]
Notes Payable [Line Items]
Liquidation preference	$ 500,000	$ 500,000			$ 500,000		$ 500,000

Notes Payable (Details) - Schedule of Notes Payable - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Notes Payable [Line Items]
Unamortized debt discount	$ (1,042,933)	$ (1,337,568)
Total debt	15,195,400	15,106,243
Less: Current portion	(157,763)	(1,092,382)
Long-term portion	15,037,637	14,013,861
Related Party [Member]
Schedule of Notes Payable [Line Items]
Unamortized debt discount	(19,923)	(25,141)
Total debt	780,614	1,195,874
Less: Current portion	(61,400)	(487,382)
Long-term portion	719,214	708,492
2022 12% Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	13,500,000	13,500,000
2022 12% Notes [Member] \| Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	332,204	332,204
Trees Transaction Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount		326,811
Trees Transaction Notes [Member] \| Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount		326,811
Green Tree Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	468,333	562,000
Green Tree Acquisition Notes [Member] \| Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	468,333	562,000
Green Man Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	1,270,000	1,555,000
Green Man Acquisition Notes [Member] \| Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Working Capital Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	1,000,000	500,000
Working Capital Notes [Member] \| Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Third Party [Member]
Schedule of Notes Payable [Line Items]
Unamortized debt discount	(1,023,010)	(1,312,427)
Total debt	14,414,786	13,910,369
Less: Current portion	(96,363)	(605,000)
Long-term portion	14,318,423	13,305,369
Third Party [Member] \| 2022 12% Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	13,167,796	13,167,796
Third Party [Member] \| Trees Transaction Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Third Party [Member] \| Green Tree Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Third Party [Member] \| Green Man Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	1,270,000	1,555,000
Third Party [Member] \| Working Capital Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	$ 1,000,000	$ 500,000

Stockholders’ Equity (Details) - USD ($)		3 Months Ended		6 Months Ended
Stockholders’ Equity (Details) - USD ($)	Dec. 12, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Stockholders’ Equity (Deficit) [Line Items]
Preferred stocks convertible (in Shares)		300		300
Preferred stock, shares authorized (in Shares)		5,000,000		5,000,000		5,000,000
Accrued dividends		$ 123,900		$ 123,900		$ 106,200
Dividends				17,700	$ 17,700
Intrinsic value exercisable warrants				22,000
Unrecognized compensation expense
Compensation expense			$ 18,054	14,968	45,450
Payment amount					$ 256,582
Closing price of our common Stock (in Dollars per share)		$ 0.001		$ 0.001		$ 0.001
Equity consideration amount	$ 2,966,292
Contingent Earnout Liability						$ 367,056
Gain on change in fair value		469,907		367,056
Green Tree Entities [Member]
Stockholders’ Equity (Deficit) [Line Items]
Payment amount	$ 500,000
Stock consideration (in Shares)	17,977,528
Additional stock consideration (in Shares)	4,879,615
Contingent Earnout Liability		0		0
Restricted Stock Units (RSUs) [Member]
Stockholders’ Equity (Deficit) [Line Items]
Compensation expense
Granted shares (in Shares)				429,630
Fair value		28,656		$ 28,656
Vested shares (in Shares)
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Minimum capital raise		$ 5,000,000		$ 5,000,000
Preferred stock has no par value (in Dollars per share)
Series Convertible Preferred Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Minimum capital raise		$ 5,000,000		$ 5,000,000
Preferred stock, shares authorized (in Shares)		5,000		5,000
Preferred stock, voting rights				None
Preferred stock, dividend				6.00%
Number of common stock issuable for each preferred share (in Shares)				300
License Transfer [Member]
Stockholders’ Equity (Deficit) [Line Items]
Closing price of our common Stock (in Dollars per share)	$ 0.165
Stock Incentive Plan [Member]
Stockholders’ Equity (Deficit) [Line Items]
Number of shares authorized for issuance (in Shares)		25,000,000		25,000,000
Number of shares, available to issue (in Shares)		17,500,000		17,500,000
Omnibus Incentive Plan 2020 [Member] \| Restricted Stock Units (RSUs) [Member]
Stockholders’ Equity (Deficit) [Line Items]
Granted shares (in Shares)				429,630
Expire years				7 years

Stockholders’ Equity (Details) - Schedule of Employee Awards Activity - $ / shares		6 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Schedule of Summarizes Employee Awards Activity [Line Items]
Number of Shares, ending balance	4,796,825	4,561,825
Weighted Average Exercise Price per Share, ending balance	$ 1.05	$ 1
Weighted Average Remaining Contractual Term (in years), ending balance	2 years 3 months 18 days	1 year 11 months 8 days
Number of shares, Exercisable		4,561,825
Weighted Average Exercise Price per Share, Exercisable		$ 1
Weighted Average Remaining Contractual Term (in years), Exercisable		1 year 11 months 8 days
Number of shares, Granted
Weighted Average Exercise Price per Share, Granted
Weighted Average Remaining Contractual Term (in years), Granted
Number of shares, Forfeited or expired		(235,000)
Weighted Average Exercise Price per Share, Forfeited or expired		$ 1.53
Weighted Average Remaining Contractual Term (in years), Forfeited or expired

Stockholders’ Equity (Details) - Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan - Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan [Line Items]
Number of Shares, beginning balance \| shares	2,240,462
Weighted Average Grant Date Value, beginning balance \| $ / shares	$ 0.04
Number of Shares, Granted \| shares	429,630
Weighted Average Grant Date Value, Granted \| $ / shares	$ 0.07
Number of Shares, Forfeited or expired \| shares
Weighted Average Grant Date Value, Forfeited or expired \| $ / shares
Number of Shares, ending balance \| shares	2,670,092
Weighted Average Grant Date Value, ending balance \| $ / shares	$ 0.05

Related Party Transactions (Details)		1 Months Ended	3 Months Ended		6 Months Ended
Related Party Transactions (Details)	Sep. 16, 2022 USD ($) shares	May 31, 2023 USD ($)	Jun. 30, 2024 USD ($) ft²	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) ft²	Jun. 30, 2023 USD ($)
Related Party Transactions [Line Items]
Payment for warrants			$ 50,000	$ 50,000	$ 100,000	$ 100,000
Related party lease expense					$ 567,204	701,661
Mr. Hershey [Member]
Related Party Transactions [Line Items]
Extend warrants to purchase shares (in Shares) \| shares	7,280,007
Exercise price warrant date	May 29, 2027
Dalton Adventures, LLC [Member]
Related Party Transactions [Line Items]
Area of land (in Square Feet) \| ft²			17,000		17,000
Costs and expenses for month					$ 29,691
Rent		$ 10,000			27,000
Property taxes					2,691
Related party lease expense			$ 30,000	$ 75,849	$ 60,000	$ 151,698
Consulting Agreement [Member] \| Chief Financial Officer [Member]
Related Party Transactions [Line Items]
Officer compensation	$ 200,000

Segment Information (Details)	6 Months Ended
Segment Information (Details)	Jun. 30, 2024
Segment Information [Abstract]
Number of operations segments	2

Segment Information (Details) - Schedule of Internal Profit and Loss by Segment - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	$ 3,689,122	$ 5,097,994	$ 7,375,003	$ 10,208,613
Costs and expenses	(3,475,320)	(6,568,727)	(7,638,549)	(12,850,463)
Segment operating income	213,802	(1,470,733)	(263,546)	(2,641,850)
Net income (loss) from operations before income taxes	55,455	(2,036,155)	(1,197,324)	(3,836,953)
Continuing Operations [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	3,689,122	5,097,994	7,375,003	10,208,613
Costs and expenses	(2,849,552)	(5,467,142)	(6,325,483)	(10,458,266)
Segment operating income	839,570	(369,148)	1,049,520	(249,653)
Corporate expenses	(784,115)	(1,667,007)	(2,246,844)	(3,587,300)
Net income (loss) from operations before income taxes	55,455	(2,036,155)	(1,197,324)	(3,836,953)
Retail [Member] \| Operating Segments [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	3,689,122	5,079,564	7,375,003	10,190,183
Costs and expenses	(2,981,932)	(5,347,268)	(6,098,192)	(9,882,836)
Segment operating income	707,190	(267,704)	1,276,811	307,347
Cultivation [Member] \| Operating Segments [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	344,149	944,830	592,791	1,628,847
Costs and expenses	(211,796)	(1,046,274)	(820,082)	(2,185,847)
Segment operating income	132,353	(101,444)	(227,291)	(557,000)
Eliminations [Member] \| Operating Segments [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	(344,149)	(926,400)	(592,791)	(1,610,417)
Costs and expenses	344,149	926,400	592,791	1,610,417
Segment operating income

Segment Information (Details) - Schedule of Total Assets by Segment - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Total Assets by Segment [Line Items]
Intercompany eliminations
Total assets – consolidated	22,052,868	23,246,893
Retail [Member] \| Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	19,504,130	20,491,961
Cultivation [Member] \| Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	1,987,481	1,736,685
Corporate [Member] \| Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	561,257	1,018,247
Total assets - segments [Member] \| Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	$ 22,052,868	$ 23,246,893