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Re: pennypauly post# 35

Monday, 01/23/2023 11:15:24 AM

Monday, January 23, 2023 11:15:24 AM

Post# of 106
Perhaps rather than a merger, assets have been shifted around and what use to be in PNPL will end up in MNAO...?? Its confusing but that's what it sounds like to me in the PNPL filings, as PNPL Holdings, Inc, is a wholly owned subsidiary of Pineapple Consolidated Inc, which MNAO just acquired 50% of.

So the old PNPL assets, which came from their 45% ownership in PVI are now owned by PNPL Holdings Inc/ Pineapple Consolidated Inc which is dba as Pineapple Express Cannabis Co(MNAO).

In November 2021, PNPL Holdings Inc., was created for the sole purpose of holding direct equity in the Los Angeles cannabis businesses. The City of Los Angeles passed a provision stating that management companies cannot directly hold equity in the operations they manage. As such, PNPL Holdings, Inc. was set up as an affiliate of PVI that is not owned by PVI for PVI’s equity in the operations of dispensaries in the following California locations: Hollywood and Vine, West Los Angeles, South Los Angeles, Northeast Los Angeles, and San Pedro. CGI and UHC remain unaffected since these dispensaries are not in the City of Los Angeles.

Previously, PVI has invested in established cannabis businesses, funded cannabis start-up businesses, managed the aforementioned businesses for a management fee, and in some instances subleased property to these businesses for a profit. However, as of September 1, 2022, PVI shifted its primary focus to being a “non-plant touching” entity through development of cannabis assets and resale of the same for a profit in partnership with its affiliate entities, hemp CBD retail management services for a fee, and leasing and subleasing cannabis retail properties for a profit. PVI no longer operates or partially owns cannabis assets and acts only as a consultant for the purpose of facilitating development of those assets through PNPL Holdings, Inc. PNPL Holdings, Inc. is wholly-owned by Matthew Feinstein and, as such, is a related party to Pineapple, Inc. PVI no longer receives a 10% management fee for these cannabis entities and is now completely a non-plant touching ancillary service provider to the cannabis industry. As of September 30, 2022, PVI carries no ownership of any cannabis assets. However, PVI did own the following cannabis assets as of December 31, 2021 (these portions of ownership were transferred to PNPL Holdings, Inc.):

? Capital Growth Investments, Inc. (“CGI”): 20% as of December 31, 2021 (delivery, cultivation, manufacturing, and distribution)
? Universal Herbal Center, Inc (“UHC”): 20% as of December 31, 2021 (delivery, manufacturing, distribution, and dispensary).
? PNPLXPRESS, Inc. (“PXI”): 10% equity interest as of December 31, 2021 (delivery and dispensary).
? PNPLXPRESS II, Inc (“Northeast LA Dispensary”): 49% equity interest as of December 31, 2021 (delivery and dispensary).

The ownership percentages previously owned by PVI were transferred to PNPL Holdings, Inc. During the nine months ended September 30, 2022, three of the above cannabis assets (CGI, UHC and PXI) generated revenue while PVI held ownership. As noted above, as of September 30, 2022, PVI no longer has any ownership in these entities.