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Item 9A. Controls and Procedures

2024-04-10 compared with 2023-04-17 · 94 added, 34 removed, 107 unchanged (54% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

As of December 31, 2022, the Company's management, including the Company's Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), has evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must necessarily reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Disclosure controls and procedures are the controls

and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits

under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management,

including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company maintains controls and procedures

designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange

As of December 31, 2023, the Company’s management, including the Company’s Chief Executive Officer (Principal Executive

Officer) and Chief Financial Officer (Principal Accounting Officer), has evaluated the effectiveness of the Company’s disclosure controls

and procedures as defined in Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design

of disclosure controls and procedures must necessarily reflect the fact that there are resource constraints and that management is required

to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on the foregoing evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31,

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the board of directors, 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 U.S.

The Company’s management is responsible

for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive

and principal financial officers, and effected by the board of directors, 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 including those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.

The management of TREES Corporation, with participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control -- Integrated Framework (2013).

Based on the assessment under COSO, management determined that our internal control over financial reporting was effective as of December 31, 2022.

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

(i) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP and that receipts and expenditures

are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have

a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls

may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.

The management of TREES Corporation, with participation

of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2023.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in the Internal Control -- Integrated Framework (2013).

Based on the assessment under COSO, management

determined that our internal control over financial reporting was effective as of December 31, 2023.

This annual report does not include an attestation

report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the

Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control

over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that

occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this Item 10 will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal year.

The information required by this Item 10

will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K

in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal

EXECUTIVE COMPENSATION

The information required by this Item 11 will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item 13 will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal year.

The information required by this Item 11

will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K

in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12

will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K

in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

The information required by this Item 13

will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K

in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal year.

The information required by this Item 14

will be incorporated by reference from our definitive proxy statement or included in an amendment to this Annual Report on Form 10-K

in reliance on General Instruction G(3) to Form 10-K, in either case to be filed not later than 120 days following the end of our fiscal

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

69 unchanged sentences

Asset Purchase Agreement dated October 28, 2022 by and among the Company, Green Man Colorado LLC, GMC, LLC and certain equity holders of GMC party thereto (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on November 3, 2022).

Settlement Agreement dated July 1, 2023 by and among the Company, Allyson Feiler Downing, Loree Schwartz and certain other parties thereto (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on July 7, 2023).

Termination of Employment Agreement and Mutual General Release dated July 1, 2023 by and between the Company and Allyson Feiler Downing (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on July 7, 2023).

Termination of Employment Agreement and Mutual General Release dated July 1, 2023 by and between the Company and Loree Schwartz(incorporated by reference to Exhibit 10.3 of our Form 8-K filed on July 7, 2023).

Waiver dated July 1, 2023 (incorporated by reference to Exhibit 10.4 of our Form 8-K filed on July 7, 2023).

Consulting Agreement dated July 1, 2023 by and among the Company, Allyson Feiler Downing and Green Tree Berthoud, LLC (incorporated by reference to Exhibit 10.5 of our Form 8-K filed on July 7, 2023).

Transition Services Agreement dated July 1, 2023 by and among the Company, Green Tree Colorado LLC, Allyson Feiler Downing and Loree Schwartz (incorporated by reference to Exhibit 10.6 of our Form 8-K filed on July 7, 2023).

Assignment of Assets dated August 17, 2023 by and among Trees Colorado, LLC, Station 2, LLC and Timothy Brown (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on August 23, 2023).

Form of Amended and Restated Senior Secured Convertible Note dated December 15, 2023 (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on December 21, 2023).

Form of Working Capital Note dated December 15, 2023 (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on December 21, 2023).

First Amendment to Securities Purchase Agreement and Security Agreement dated December 15, 2023 (incorporated by reference to Exhibit 10.3 of our Form 8-K filed on December 21, 2023).

Warrant Amendment Letter dated December 15, 2023 (incorporated by reference to Exhibit 10.4 of our Form 8-K filed on December 21, 2023).

M&A Financing Letter dated December 15, 2023 (incorporated by reference to Exhibit 10.5 of our Form 8-K filed on December 21, 2023).

Form of Indemnification Agreement of TREES Corporation dated March 6, 2024.

Code of Ethics (Incorporated by reference to Exhibit 14.1 to our Form 10-K filed March 31, 2017)

Subsidiaries (incorporated by reference to Exhibit 21.1 of our Form 10-K filed on April 17, 2023).

Consent of Haynie & Company

10 unchanged sentences

(**) Filed herewith.

(†) Denotes management contract, or compensatory plan, contract or arrangement

Pursuant to the requirements of Section 13 or 15(d) 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.

(†) Denotes management contract, or compensatory

plan, contract or arrangement

Pursuant to the requirements of Section 13

or 15(d) 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.

/s/ Adam Hershey

1 unchanged sentence

April 10, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Adam Hershey

2 unchanged sentences

/s/ Edward Myers

Interim Chief Financial Officer (Principal Financial and Accounting Officer)

Interim Chief Financial Officer

April 10, 2024

(Principal Financial and Accounting Officer)

April 10, 2024

4 unchanged sentences

Timothy Brown

/s/ Allyson Feiler Downing

Allyson Feiler Downing

April 17, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures