Notification of inability to timely file Form 10-Q or 10-QSB



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):





Form 10-K





[ ]





Form 20-F





[ ] Form 11-K





[X] Form 10-Q





[ ] Form N-SAR






 Form N-CSR














For Period Ended: March 31, 2021






























[ ]





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 Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021, 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-Q.
The Registrant intends to file the Quarterly Report on Form 10-Q on or before the fifth 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: May 18, 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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Other recent filings from the company include the following:

Entry into Material Definitive - Oct. 15, 2021

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