Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405



STYLE="font: 10pt Times New Roman, Times, Serif">


















UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
DC 20549

























FORM
12b-25






NOTIFICATION
OF LATE FILING











































(Check
One):





[X]
Form 10-K





[  ]
Form 20-F





[  ]
Form 11-K





[  ]
Form 10-Q





[  ]
Form N-SAR








[  ]
Form N-CSR
























For
Period Ended: December 31, 2020









































[  ]





Transition
Report on Form 10-K








[  ]





Transition
Report on Form 20-F








[  ]





Transition
Report on Form 11-K








[  ]





Transition
Report on Form 10-Q








[  ]





Transition
Report on Form N-SAR












For
the Transition Period Ended:


___________________










Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.











If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:









PART
I — REGISTRANT INFORMATION























































Grapefruit
USA, Inc.







Full
Name of Registrant
















Former
Name if Applicable













10866
Wilshire Blvd. Suite 225







Address
of Principal Executive Office (Street and Number)













Los
Angeles, California 90024

______________________________



City,
State and Zip Code
















































PART
II — RULES 12b-25(b) AND (c)










If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate.)


































[X]



(a)



The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;












[X]



(b)



The
subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed
due date; and

















(c)



The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.








PART
III — NARRATIVE










State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could
not be filed within the prescribed time period.








The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, cannot be filed within the prescribed
time period because the Registrant is experiencing delays in the compilation of certain financial and other information required
to be included in the Form 10-K. The Registrant intends to file the Annual Report on Form 10-K on or before the fifteenth calendar
day following the prescribed due date.








PART
IV — OTHER INFORMATION











































































(1)



Name
and telephone number of person to contact in regard to this notification













Bradley
J. Yourist








310-








205-1382







(Name)






(Area
Code)






(Telephone
Number)









(2)



Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If the answer is no, identify report(s).












Yes
[X] No [  ]









(3)



Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof?












Yes
[  ] No [X]












If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
































Grapefruit
USA, INC

.





(Name
of Registrant as Specified in Charter)








has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
























Date:
April 1, 2021



By:




/s/
Bradley J. Yourist










Bradley
J. Yourist









Chief
Executive Officer




















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Entry into Material Definitive - Oct. 15, 2021

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