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

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FORM 12b-25


(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:


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.)



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



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


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


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



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

Bradley J. Yourist




(Area Code)

(Telephone Number)


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 [ ]


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

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


/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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