General form for registration of securities under the Securities Act of 1933



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









As
filed with the U.S. Securities and Exchange Commission on August 23, 2021










Registrations
No. 333-


























UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549










FORM
S-1






REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933










GRAPEFRUIT
USA, INC.





(Exact
name of registrant as specified in its charter)
























Delaware







3990







95-4451059




(State
of


Incorporation)






(Primary
Standard Industrial


Classification Number)






(IRS
Employer


Identification Number)









1000
Northwest Street, Mid-Town Brandy Wine






Suite
1200-3094






Wilmington,
DE 19801






310-575-1175





(Address,
including zip code, and telephone number, including area code,




of
registrant’s principal executive offices)








Please
send copies of all communications to:









Lucosky
Brookman LLP






101
Wood Avenue South, 5

th

Floor






Woodbridge,
New Jersey 08830






Tel.
No.: (732) 395-4400






Fax
No.: (732) 395-4401











(Address,
including zip code, and telephone, including area code)








Approximate
date of proposed sale to the public:

From time to time after the effective date of this registration statement.









If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒








If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐








If
this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐








If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐








Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):





















Large
accelerated filer ☐



Accelerated
filer ☐



Non-accelerated
filer ☒



Smaller
reporting company ☒






Emerging
growth company ☐








If
an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐









CALCULATION
OF REGISTRATION FEE































































































































































































Title of Each Class of securities


to be
registered


Number of shares of common stock
to be registered (1)



Proposed Maximum Offering


Price
Per


Share






Proposed
Maximum Aggregate Offering






Price






Amount of Registration


Fee
(2)















Common Stock underlying Convertible Promissory Notes



67,622,096



$

0.0375

(3)


$

2,535,829



$

277


Common Stock underlying Warrants to Purchase Common Stock



14,000,000



$

0.125

(4)


$

1,750,000



$

191


Common Stock underlying Warrants to Purchase Common Stock



15,000,000



$

0.15

(4)


$

2,250,000



$

245


Common Stock underlying Warrants to Purchase Common Stock



8,000,000



$

0.25

(4)


$

2,000,000



$

218


Common Stock underlying Warrants to Purchase Common Stock



2,250,000



$

0.20

(4)


$

450,000



$

49



















Common Stock underlying Warrants to Purchase Common Stock



20,000,000



$

0.075

(4)


$

1,500,000



$

164


Total



126,872,096








10,485,829



$

1,144

(5)












































(1)



Includes
up to an aggregate of 126,872,086 shares of the Company’s (as defined herein) common stock, $0.0001 par value per share (the
“Common Stock”) consisting of 67,622,096 shares of Common Stock issuable upon conversion of the Notes (calculated by
dividing the principal of $4,502,750 and interest of $568,907 (a total of $5,071,657) owed pursuant to the Notes by the $0.075 conversion
price), and up to 59,250,000 shares of Common Stock issuable upon exercise of warrants that may be sold from time to time pursuant
to this registration statement by the Selling Security Holder (as defined herein) identified herein.









(2)



The
fee is calculated by multiplying the aggregate offering amount by .0001091, pursuant to Section 6(b) of the Securities Act of 1933.









(3)



Estimated
solely for purposes of calculating the registration fee pursuant to Rule 457( c) under the Securities Act, based on the average of
the high and low prices for our common stock reported on the OTC Markets marketplace on August 13, 2021 of $0.0375. The Selling Security
Holder will offer common stock at prevailing market prices and privately negotiated transactions.









(4)



Estimated
solely for purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on exercise price
applicable to shares issuable upon exercise of warrants.









(5)



This
amount has been paid along with filing of this registration statement.









The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said section 8(a), may determine.












































PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED AUGUST 23, 2021









The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.









Grapefruit
USA, Inc.












67,622,096
Shares of Common Stock Underlying Convertible Note










59,250,000
Shares of Common Stock Underlying Convertible Warrants









This
prospectus relates to the offering and resale by the Selling Security Holder identified herein of up to 126,872,096 shares of Common
Stock of Grapefruit USA, Inc. (the “Company”). These shares include 67,622,096 shares of Common Stock underlying eight convertible
notes (collectively, the “Notes”) which have been issued to Auctus Fund, LLC (“Auctus” or the “Selling
Security Holder”), and 59,250,000 shares of Common Stock issuable upon exercise of warrants (collectively, the “Warrant Shares”)
issued and sold to the Selling Security Holder in connection with the Notes. The first seven of the Notes in the principal amount of
$600,000, $222,750, $1,200,000, $250,000, $280,000, $500,000, and $1,000,000, respectively were issued to the Selling Security Holder
pursuant to that certain Securities Purchase Agreement, dated February 26, 2021 (the “SPA”), by and between the Company and
the Selling Security Holder. The warrants were issued in the amounts of 14,000,000, 15,000,000, 8,000,000, 2,250,000, and 20,000,000
and have issuance dates of May 31, 2019 for the first three, respectively, and February 26, 2021 and April 15, 2021 respectively.








Pursuant
to the terms of the Notes, the 67,622,096 shares of Common Stock underlying the Notes being registered in the Registration Statement
of which this prospectus forms a part is based on dividing the $4,502,750 principal of the Notes by the conversion price. Per the Global
Amendment agreed upon between the Company and Auctus on April 15, 2021, the conversion price shall equal to $0.075 per share.








The
Selling Security Holder may sell at prevailing market prices and privately negotiated transactions.. See “Plan of Distribution”
beginning on page 34 of this prospectus for more information.








We
received a total of $4,502,750.00 from notes issued in various dates from May 2019 to February 2021.We are not selling any shares of
Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Security Holder.








Our
Common Stock is currently quoted on the OTCQB marketplace under the symbol “GPFT”. On August 19, 2021 the closing
price as reported on the OTCQB was $0.037 per share. This price will fluctuate based on the demand for our Common Stock.








This
prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement
of which it forms a part before you invest in any securities.









Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus for a discussion
of information that should be considered in connection with an investment in our securities.












You
should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized
anyone to provide you with different information.










Our
auditors have issued a going concern opinion. For more information please see the going concern opinion on page F-20 and the risk factors
herein.










Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.









The
date of this prospectus is __, 2021.



























TABLE
OF CONTENTS



























































































Prospectus Summary




4




Summary Consolidated Financial Information




13




Risk Factors




15




Cautionary Note Regarding Forward-Looking Statements




31




Use of Proceeds




32




Determination of Offering Price




32




Selling Security Holder




32




Plan of Distribution




34




Market for Our Common Stock and Related Stockholder Matters




35




Management’s Discussion and Analysis of Financial Condition and Results of Operations




36




Business




46




Directors, Executive Officers and Key Employees




54




Executive Compensation




57




Security Ownership of Certain Beneficial Owners and Management




59




Certain Relationships and Related Party Transactions




59




Description of Capital Stock



60



Changes in and Disagreements with Accountants on Accounting and Financial Disclosure




61




Interests of Named Experts and Counsel




61




Where You Can Find More Information




62




Index to Financial Statements




F-1










You
may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide
you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities
other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus
nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change
in our affairs since the date of this prospectus is correct as of any time after its date.
















3





















PROSPECTUS
SUMMARY










This
summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we consider to be
important information about us, you should carefully read this entire prospectus before investing in our Common Stock, especially the
risks and other information we discuss under the headings “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operation” and our consolidated financial statements and related notes beginning on page
F-1. Our fiscal year end is December 31 and our fiscal years ended December 31, 2019 and 2020 are sometimes referred to herein as fiscal
years 2019 and 2020, respectively. Some of the statements made in this prospectus discuss future events and developments, including our
future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties
which could cause actual results to differ materially from those contemplated in these forward-looking statements. See “Cautionary
Note Regarding Forward-Looking Statements”. Unless otherwise indicated or the context requires otherwise, the words “we,”
“us,” “our”, the “Company,” “GPFT,” or “our Company” refer to Grapefruit
USA, Inc., a Delaware corporation, unless the context indicates otherwise. Unless otherwise indicated or the context requires otherwise,
the words “GBI” or “Grapefruit” refer to Grapefruit Boulevard Investments, Inc., a California corporation, our
wholly owned subsidiary.










BUSINESS










Overview











Grapefruit
USA, Inc (“we”, “our”, “us”, “GBI”, “Grapefruit”, or “the Company”)
was formed as a California corporation on August 28, 2017 and began operating in September 2017.








On
July 10, 2019, Grapefruit closed the Share Exchange after the completion of all conditions subsequent contemplated by the Share Exchange
Agreement among the parties thereto ( “SEA”), by which Imaging3, Inc. (“IGNG”) was acquired in a reverse acquisition
(the “Acquisition”) by the former shareholders of Grapefruit, the accounting acquirer. Under the terms of the SEA executed
on May 31, 2019, IGNG became obligated to issue to Grapefruit’s existing shareholders that number of newly issued restricted IGNG
common shares such that the former Grapefruit shareholders (now new IGNG shareholders) will own approximately 81% of the post-Acquisition
IGNG common shares and the current IGNG shareholders will retain 19% of the post-Acquisition IGNG common shares. At the time of the execution
of the SEA, IGNG had approximately 85,218,249 outstanding shares of common stock. Therefore, IGNG issued to Grapefruit’s shareholders
362,979,114 IGNG common shares to Grapefruit’s current shareholder on a pro rata basis with their then-current ownership of Grapefruit
of which Bradley Yourist and Daniel J. Yourist own a combined 72.26%, or approximately 259,967,136 shares. Accordingly, the financial
statements are prepared using the acquisition method of accounting with GBI as the accounting acquirer and IGNG treated as the legal
acquirer and accounting acquiree. Because Imaging3, Inc. did not meet the accounting definition of an operating business, having only
nominal assets, the reverse merger transaction was treated as a recapitalization and no goodwill was recognized.








The
Company has applied for and received our provisional distribution renewal licensure which allows us to operate through June 14, 2022.
Our annual manufacturing license has been renewed by the California Department of Health. Grapefruit has not yet applied for a license
to cultivate and will not until construction has begun on our cultivation facility which we believe may occur as early as the first quarter
of 2022. We own two acres of fully entitled cannabis real property located in the Coachillin’ Industrial Cultivation and Ancillary
Canna-Business Park. The location within Coachillin’ allows the Company to apply for and hold every cannabis license available
under the California Cannabis laws.








We
intend on building out the real property into a distribution, manufacturing and high-tech cultivation facility to further its goal to
become a seed to sale, fully vertically integrated Cannabis and CBD product Company. Grapefruit’s plans include an indoor 22,000
square foot multi-tiered canopy and adjoining tissue culture rooms.








We
became members of the Indian Canyon and 18th Property Association on September 19, 2017 and have an ownership interest of 1.46% based
upon the 77,156 gross parcel square foot of our property located in an approximately 5.3 million square foot facility. As of December
31, 2020, the common areas continue to be built throughout the entire canna-business park and are not complete.









Auctus
Financing









On
May 31, 2019, the Company executed the SPA with Auctus pursuant to the terms of which the Company agreed to sell $4,000,000 of the Notes
and issue $6,200,000 of callable warrants (the “Warrants” and, together with the Notes, the “Securities”) to
Auctus. Auctus is the Selling Security Holder. In addition, on May 31, 2019, we also entered into a registration rights agreement with
Auctus (the “Registration Rights Agreement”) whereby we are obligated to file a registration statement to register the resale
of the shares underlying the Securities. On July 25, 2019 (as amended on January 17, 2020), a registration statement was filed to comply
with the Registration Rights Agreement . Pursuant to the SPA, Auctus became obligated to purchase the $4,000,000 of Notes from Grapefruit
in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second tranche of $1,422,750 on the day
IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche of $1,030,000 was funded the day the SEC
declares the registration statement effective and the fourth tranche of $1 million was funded 90 days after effectiveness. As of December
31, 2020, all tranches of this financing were completed. The Company has received gross proceeds of $4,052,750.









Industry
Overview









Global
consumer spending on legal cannabis in 2021 showed a growth rate of 20 percent in sales of cannabis in regulated markets. Cannabis sales
are on track to increase 36 percent to $14.9 billion in 2019 and reach $40 billion by 2024 according to the “State of Legal Cannabis
Markets” Report released by Arcview Market Research and BDS Analytics. This report points to growth in the cannabis markets while
underlining the challenges that face the sector. The “Total Cannabinoid Market” (“TCM”) in the United States,
which includes medical and recreational cannabis sales in regulated dispensaries, plus sales of FDA-approved pharmaceuticals and hemp-based
CBD products.








Most
notably, in 2018 the U.S. Food and Drug Administration (FDA) approved GW Pharmaceutical’s Epidiolex and passed the 2018 Farm Bill
legalizing hemp and cannabidiol oil derived from hemp as long as it contained less than 0.3% THC. According to State of Legal Cannabis
Markets, 7th Edition, by Arcview Market Research and BDS Analytics, the 2018 Farm Bill allows pharmacies, extraction labs, and general
retailers to sell CBD-based products in all 50 states, which is expected to enhance the TCM. In the U.S. alone, sales of CBD products
in all channels are expected to reach $20 billion by 2024.














4


















In
California, its legal spending on cannabis fell, from $3 billion in 2017 to $2.5 billion, in the year in which it implemented an adult-use
regulatory regime. A key takeaway from the California market is that highly restrictive regulations and high tax rates are hurting the
legal market’s ability to compete with the illicit market. The barriers to enter into the legal cannabis market are also increasing
in California because its temporary cannabis licensing scheme has ended. Currently any license applicant must now wait a protracted amount
of time before the applicant receives its license and must wait a year in some cases for the application to make its way through the
local and state licensing authorities.








According
to the “State of Legal Cannabis Markets” Report, other key trends in the United States Legal Cannabis Markets include:



















































Total
legal cannabis spending in regulated dispensaries in the U.S. topped $9.8 billion in 2018, and is forecast to grow to $30 billion
in 2024, a compound annual growth rate (CAGR) of 20 percent.



















Investment
capital raised by cannabis companies more than quadrupled to $14 billion in 2018, according to Viridian Capital Advisors.



















Despite
a 55 percent decline in 2018 in New Cannabis Ventures’ Global Cannabis Stock Index, the five largest Canadian licensed producers
closed the first quarter of 2019 at a combined market capitalization of $48 billion.



















A
total of 13 state markets will have passed the $1 billion mark in total annual legal cannabis spending by the end of 2024—by
the end of 2018, only three had done so (California, Colorado and Washington).









Grapefruit’s
Competitive Advantage in the Industry









Grapefruit
holds its State of California provisional licensing from the Bureau of Cannabis Control and the California Department of Public Health.
The Company has its annually renewable license as opposed to a temporary license. The Company expects the annual renewal to be a non-intrusive
and scaled down as opposed to what the renewal process was previously.








Grapefruit
owns two acres of fully entitled cannabis real property located in the Coachillin’ Industrial Cultivation and Ancillary Canna-Business
Park. Grapefruit understood the State’s regulatory burdens and expense for commercial cannabis businesses to successfully operate.
For example, the State requires cannabis business to provide 24 hour-per-day on-site armed security for their facility. This is a shared
expense of the property Coachillin property owners. In addition, Coachillin property owners pay agricultural power rates of 15.7 (fifteen
and seven-tenths) cents per kilowatt hour which is significantly less than what others pay for power. The location within Coachillin
allows the Company to apply for and hold every cannabis license available under the California Cannabis laws.








Grapefruit
intends on building out the real property into a distribution, manufacturing and high-tech cultivation facility in two phases to further
its goal to become a seed to sale, fully vertically integrated Cannabis and CBD product Company. Grapefruit’s plans include an
indoor 40,000 square foot multi-tiered canopy and adjoining tissue culture rooms. The development of the lot will take place in two phases.
On July 29, 2021, Grapefruit obtained its development permit to construct phase one. Phase one will be comprised of a 30,000 square foot
facility containing a 10,000 square foot state-of-the-art indoor canopy, a separately licensed Distribution facility and Manufacturing
lab that will carry a Type 7 volatile manufacturing license. The canopy is estimated to produce thousands of pounds of the highest quality
indoor cultivars of cannabis annually.








The
Coachillin’ property owners’ association, which Grapefruit is a part of, will feature a unique drive through retail cannabis
dispensary right off Highway 10 on the way to Coachella and Palm Springs. Grapefruit will have the right to sell its cannabis products
directly to the public through the drive through dispensary. Coachillin’ will also feature a cannabis hotel and music stadium and
other visitor areas. By Grapefruit locating in Coachillin, the company gains instant exposure to thousands of hotel guests and other
cannabis visitors that will visit the Coachillin’ cannabis friendly resort over time. Grapefruit believes that the canna-tourism
industry will mature to be similar to the wine industry and can capitalize on this industry by virtue of its location within the Canna-business
park.









Distribution









Grapefruit
initially obtained its California wholesale recreational and medicinal cannabis distribution license on January 4, 2018. Thereafter,
Grapefruit met all of its ongoing regulatory requirements and filed its application for an annual distribution license. In May 2019,
Grapefruit was granted its provisional distribution license, thereby acquiring the regulatory foundation necessary to expand its distribution
business. From July 2018 through 2020, Grapefruit used its distribution license to sell bulk cannabis flowers and trim to other distributors
and to manufacturers to satisfy their own raw materials requirements. In addition, Grapefruit sold flowers, vape cartridges and concentrates
to licensed retailers throughout California.














5


















In
California, cannabis cultivators and manufactures are prohibited from selling their products – e.g., flowers or edibles - directly
into the marketplace. These companies are required to use a licensed distributor, such as Grapefruit. Grapefruit’s distribution
license affords it a twofold strategic advantage: first, to market and sell its own cannabis product lines to retailers throughout California;
and second to buy and resell bulk cannabis oil, flower and trim as an unfettered middleman to any properly licensed customer anywhere
in California that it identifies a profit opportunity.








Additionally,
after marijuana plants are mature, they’re harvested within a certain time frame to keep the product fresh. Throughout the growth
cycle and during this specific time period after the plant has been harvested, a grower will trim the plant of its leaves, focusing mostly
on the remaining buds. Specifically speaking, trim is defined as the excess snipping of leaves from buds of marijuana plants. Note that
leftover product can still be used to make extractions, tinctures, hash and edibles, so growers and trimmers alike can always increase
sales with a larger product offering.









Manufacturing









The
Company owns a fully licensed ethanol extraction facility in the City of Desert Hot Springs, CA. The Company owns and operates a Type
6 Ethanol Extraction Plant which removes the essential cannabis compounds, such as THC Distillate, that we, and others use, to produce
cannabis products.








Grapefruit’s
extraction lab produces high quality distillate or “Honey Oil” from trim that Grapefruit sources utilizing its distribution
license as set forth above. THC Honey Oil is a fundamental cannabis commodity which serves as the active ingredient in products from
infused edibles to tinctures/creams to the cartridges used in vapes or e-cigarettes. Honey Oil sells in the wholesale marketplace at
approximately $3,250 to $5,800 per liter. Pricing is dependent on quantity purchased as well as other market factors such as the availability
and cost of the underlying trim – the raw cannabis material from which Grapefruit produces oil. Grapefruit began extraction operations
in May 2019. Plans to expand the lab’s production capacity were altered based on the demands of the marketplace. Additionally,
the installation of lab equipment would have interfered with the production capacities of the lab. The Company decided to manufacture
its own RSO (“Rick Simpson Oil”) infused product line as well as prepare the lab for the production run of its patchless
patch topical cream. Grapefruit chose to set up its extraction laboratory in the City of Desert Hot Springs because the City does not
tax the manufacture of oil by Grapefruit at its Desert Hot Springs extraction facility, thereby providing Grapefruit with an additional
competitive advantage. In addition, our lab produces Grapefruit’s patented Hourglass THC+CBD Delivery cream.








THC
Distillate is an all-purpose product that is used in the manufacture of everything from cannabis edibles to “e-cigarette”
vape carts to tinctures, to creams and pre-rolled cannabis “joints”. We sell our distillate in California to companies that
manufacturer their own product lines of edibles and/or vape cards. We also intend to use our own Distillate to produce our branded line
of edibles and vape carts to allow us to control the quality of our product lines. We also manufacture marijuana cigarettes (which we
market as pre-rolls) for sale into the retail marketplace. This manufacturing process is streamlined through the use of machinery and
our employees who inspect each marijuana cigarette to ensure quality control. We have partnered with different manufactures in California
to manufacture our line of branded products we intend to distribute and/or sell into the marketplace. We do not restrict our needs to
a single manufacturer or distribution company as we maintain ongoing relationships with Tier 1 vendors across the cannabis eco-system.









Branding









We
package and brand cannabis products. One of the key elements to our branding strategy is performing an analysis on a product’s
competitor(s) currently in the retail space and working to make our product stand out. We work on pricing strategies, boutique branding
elements and other ways to differentiate when shelf space gets limited and retailers slow down on taking certain product classes.









Hourglass
by Grapefruit commonly referred to as the Company’s “Patchless Patch” Cannabinoid Delivery System









The
Company is currently manufacturing, marketing, and selling “Hourglass™” by Grapefruit, its patented time release THC
+ Cannabinoid delivery cream commonly referred to as the “Patchless Patch”. Grapefruit’s marketing efforts were hampered
by the COVID-19 pandemic. However, Hourglass is now selling in Northern, Central and Southern California licensed dispensaries.








Hourglass
provides users with a defined “time-released” amount of THC and CBD through the skin to provide the user with the full synergistic
and holistic benefits of cannabis. Hourglass™ is an innovative THC and Cannabinoid delivery system that has solved the inherent
difficulties of efficient skin absorption of THC and other cannabinoids. Grapefruit developed this innovative product as an efficient
means to deliver THC to those who need it. Hourglass™ is currently available in licensed retail and mobile cannabis dispensaries
in Los Angeles County, California, USA. Hourglass™ is not intended for use to cure, mitigate, treat, or prevent disease and we
are not claiming otherwise.














6


















The
Company has also developed a 2018 Farm Bill compliant hemp based CBD version of Hourglass™. The CBD version of Hourglass is offered
for sale throughout the United States and Internationally on our e-commerce website:

www.hourglassonlinestore.com

. The 2018 Farm
Bill compliant hemp version of Hourglass™ contains no THC whatsoever which allows for greater flexibility to market and sell this
version in traditional sale’s channels. The CBD-only version of Hourglass is widely distributed domestically because there is no
Federal prohibition on CBD sales across state lines throughout the United States. The Hemp-derived version of Hourglass™ is not
intended for use to cure, mitigate, treat, or prevent disease and we are not claiming otherwise.









Sugar
Stoned









Grapefruit
acquired the Sugar Stoned® brand in the winter of 2018 for use through the winter of 2021. We began the manufacturing process and
research and development process for our products immediately, and recently began to sell and distribute Sugar Stoned branded products
throughout California. Retail cannabis product consumers can purchase Sugar Stoned infused gummies that have been tested and are certified
to be pesticide and heavy metal free by a third-party laboratory before being released at retail. Sugar Stoned brand is now a Grapefruit
portfolio brand consisting of a premium quality cannabis infused gummy line with eight different flavors: Blue Raspberry, Cherry, Grape,
Peach, Pineapple, Sour Apple, Strawberry and Watermelon.









Rainbow
Dreams









Grapefruit
recently launched a new life-style brand designed specifically for the recreational cannabis marketplace called “Rainbow Dreams.”
The Rainbow Dreams brand captures the “anything goes party vibe” of the 1970s by offering an array of cannabis products such
as a line of vape cartridges with unique cannabis strains combined with all natural flavors for a no-burn experience compared to the
traditional or earlier generation cartridges which burn at much higher temperatures and provide the user with a burning sensation when
inhaling. Rainbow Dreams fills a niche in the marketplace – a top shelf quality product line that we expect to be competitively
priced. The Company made a strategic decision to delay the THC and CBD of infused gummies and mints due to saturation of the marketplace
for these types of products.








The
Company has manufactured an infused product known as “RSO”, which is commonly known as Rick Simpson Oil and is used in the
medicinal marketplace. The Company’s RSO product line is currently being marketed to cannabis retailers.









Hourglass









Full
Spectrum THC+ Cannabinoid Time Release Topical Delivery Cream provides users with a full


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

To receive a free e-mail notification whenever Imaging3 New makes a similar move, sign up!

Other recent filings from the company include the following:

Entry into Material Definitive - Oct. 15, 2021

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