CANN TREES Corporation (QB)

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Registrant’s telephone number, including area code: (303) 759-1300

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(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging Growth Company ☐

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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 provided pursuant to Section 13(a) of the Exchange Act. ◻

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Explanatory Note

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We are filing this Amendment No. 2 (“Amendment No. 2”) to our Current Report on Form 8-K, filed by TREES Corporation (the “Company”) with the Securities and Exchange Commission on January 6, 2022 (“Initial Report”), which was subsequently amended by Amendment No. 1 to Form 8-K filed with the SEC on March 15, 2022 (“Amendment No. 1,” and together with the Initial Report, the “Amended Report”). The purpose of this Amendment No. 2 is to amend Exhibits 99.1 and 99.2 to include the audit opinion in the previously filed financial statements contained in such Exhibits for the year ended December 31, 2019. The audit opinion for the year ended December 31, 2019 was inadvertently omitted from Amendment No. 1.

Except as described above, no other changes have been made to the Amended Report, and this Amendment No. 2 does not amend, update or change any other items or disclosures in the Amended Report. The initial Report and Amendment No. 1 each continue to speak as of their respective filing dates. This Amendment No. 2 does not reflect subsequent events occurring after the filing dates of the Initial Report and Amendment No. 1, respectively, or modify or update in any way disclosures therein.