Cautionary Statements

This Form 10-Q contains financial projections and other "forward-looking statements," as that term is used in federal securities laws, about Grapefruit's financial condition, results of operations and business. These statements include, among others, statements concerning the potential for revenues and expenses and other matters that are not historical facts. These statements may be made expressly in this Form 10-K. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," or similar expressions used in this Form 10-K. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following:





       (a)    volatility or decline of our stock price;

       (b)    potential fluctuation in quarterly results;

       (c)    our failure to earn revenues or profits;

       (d)    inadequate capital to continue the business and barriers to raising
              the additional capital or to obtaining the financing needed to
              implement our business plans;

       (e)    failure to make sales;

       (f)    changes in demand for our products and services;

       (g)    rapid and significant changes in markets;

       (h)    litigation with or legal claims and allegations by outside parties,
              causing us to incur substantial losses and expenses;

       (i)    insufficient revenues to cover operating costs;

       (j)    dilution in the ownership of the Company through the issuance by us
              of additional securities and the conversion of outstanding warrants,
              notes and other securities;




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We cannot assure that we will be profitable. We may not be able to develop, manage or market our products and services successfully. We may not be able to attract or retain qualified executives and technology personnel. We may not be able to obtain customers for our products or services. Our products and services may become obsolete. Government regulation may hinder our business. Additional dilution in outstanding stock ownership will be incurred due to the issuance or exercise of more shares, warrants and other convertible securities.

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may make. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with our financial statements and notes to those statements. In addition to historical information, the following discussion and other parts of this annual report contain forward-looking information that involves risks and uncertainties.

Results of Operations for the Three Months Ended March 31, 2022 as compared to the Three Months Ended March 31, 2021.




                                                Three months ended       Three months ended
                                                  March 31, 2022           March 31, 2021
Net revenues                                    $             5,650     $            350,815
Cost of goods sold                                           71,861                  423,435
Gross income (loss)                                         (66,211 )                (72,620 )
Sales expense                                                   566                    3,596
Stock based compensation                                          -                        -
Stock option expenses                                        14,990                        -
General and administrative expense                          223,984                  401,412
Loss from operations                                       (305,751 )               (477,628 )
Change in value of derivatives                              117,432                  (59,319 )
Interest and other income (expense)                        (295,936 )               (879,754 )
Net loss before income taxes                               (484,255 )             (1,416,701 )
Tax provision                                                     -                        -
Net loss                                                   (484,255 )             (1,416,701 )
Loss attributable to noncontrolling interest                      -                        -

Net loss attributable to Grapefruit USA, Inc. $ (484,255 ) $ (1,416,701 )

The following sets forth selected items from our statements of operations for three months ended March 31, 2022 and for the three months ended March 31, 2021.





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Revenue for the three months ended March 31, 2022 was $5,650 compared to $350,815 for the corresponding period in 2021, a decrease of $345,165 or 98.4%. The decrease was primarily due to the decline of our distribution business caused by a combination of decreased demand for and an over-supply of cannabis flowers in California. As a result of these market forces beyond our control we have severely limited our distribution operations and commenced the process of transitioning into a canna-biotech firm focusing on further developing and marketing of cannabis products based on our patented Hourglass Technology. We have received approval of our NNCP from Health Canada which authorizes us to manufacture and sell our Hourglass™ products throughout Canada.

Cost of goods sold for the three months ended March 31, 2022 was $71,861 as compared to $423,435 for the corresponding period in 2021, a decrease of $351,574, or 83.0%. Included in cost of goods sold are plant operation and other direct overhead expenses incurred to maintain our production facilities. These fixed carrying costs affect our gross margin more significantly at lower revenues than at our anticipated full operating activity levels.

Our resulting gross loss for the three months ended March 31, 2022 was $66,211 as compared with the gross loss of $72,620 for the corresponding period in 2021, a decrease of $6,409, or 8.8%. The decrease was a result of the general decrease in sales and the associated costs of good sold.

Sales expense for the three months ended March 31, 2022 was $566 compared to the $3,596 for 2021, a decrease of $3,030. The decrease was a result of a decrease in sales. Stock option expenses for the three months ended March 31, 2022 were $14,990 compared to $0 for 2021, an increase of $14,990. General and administrative expenses for the three months ended March 31, 2022 were $223,984 compared to $401,412 for 2021, a decrease of $177,428, or 44.2%.

Our resulting net loss from operations for the three months ended March 31, 2022 was $305,751 as compared to $477,628 for the corresponding period for 2021, a decrease of $171,877, or 36%. Change in value of derivatives gain for the three months ended March 31, 2022 was $117,432 as compared to the loss of $59,319 for 2021, an increase of $176,751, or 298.0%.

In August 2021, Grapefruit acquired a majority of Summit Boys, a non-operating, intellectual property subsidiary with minimal to no expenses. There was no activity for the three months ended March 31, 2022. Due to the fact that there was minimal to no activity, management deemed it unwarranted to provide separate financials for the subsidiary.

Our resulting net loss attributable to Grapefruit USA, Inc. and subsidiary for the three months ended March 31, 2022 was $484,255 as compared to $1,416,701 for the corresponding period for 2021, a decrease of $932,446, or 65.8%.





COVID-19 Impact


During the three months ended March 31, 2022, the company experienced severe restrictions on consumers and the retail locations at which consumers purchase our products. Whereas during the three months ended March 31, 2021, the company still had the same consumer restrictions, but we were able to continue the flower distribution with the remaining inventory, which accounts for out revenues in the first quarter of 2021. As a result of these restrictions, we believe demand for our products was subdued during the period. During the comparable three months in 2021, and as a result of the COVID-19 pandemic, we saw an increase in demand for our cannabis products driven by consumer pantry-loading and increased consumption of our products due to concerns about future availability of products and or concerns about whether retail locations that sell our products would remain open. Despite the COVID-19 pandemic, have continued to introduce new products in the market.

The full extent to which COVID-19 may impact our business, including our operations and the market for our securities and our financial condition, will depend on future developments, which are highly uncertain and cannot be predicted at this time. These include the duration, severity and scope of the pandemic, the development and availability of effective treatments and vaccines, and further action taken by the government and other third parties in response to the pandemic. In particular, COVID-19 and government efforts to curtail COVID-19 could impede our production facilities, increase operating expenses, result in loss of sales, affect our supply chains, impact performance of contractual obligations and require additional expenditures to be incurred.

Liquidity and Capital Resources

Our cash position decreased to $5,153 as of March 31, 2022 from $9,095 as of December 31, 2021. Our total current assets decreased to $700,977 as of March 31, 2021, from $714,199 as of December 31, 2021.

Our total current liabilities increased to $8,096,968 as of March 31, 2022 from $7,703,573 as of December 31, 2021.





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During the three months ended March 31, 2022, we used $257,366 of net cash for operating activities, as compared to cash used by operations of $261,031 used during the three months ended March 31, 2021. Net cash used in investing activities during the three months ended March 31, 2022 was $0, as compared to $30,521 during the three months ended March 31, 2021. Net cash provided by financing activities during the three months ended March 31, 2022 was $253,424, as compared to $432,647 during the three months ended March 31, 2021.

We expect our working capital requirements in the next year to be met primarily by the proceeds of issuance of debt, equity and other securities to our existing creditors, shareholders, and other investors, as well as from cash flow from operations. We also expect that, as in the past, significant amounts of our convertible debt with a major lender will be converted into equity. We expect to need additional working capital from outside sources to cover our anticipated operating expenses. There is no assurance that the Company will be able to raise sufficient additional capital or financing to continue in business or to effectively execute its business plan.





Going Concern Qualification


Our consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. During the three months ended March 31, 2022, we incurred a net loss of $484,255, had a working capital deficit of $7,395,991 and had an accumulated deficit of $17,310,419 at March 31, 2022. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations as they come due. There is no assurance that these events will be satisfactorily completed. As a result, there is doubt about our ability to continue as a going concern for one year from the issuance date of these financial statements

Off-Balance Sheet Arrangements

None.

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