Item 4.01 Change in Registrant's Certifying Accountant
On November 22, 2022, the Board of Directors of Grapefruit USA, Inc. ("Company")
received a formal notice of resignation from its independent auditors, L&L CPAs,
PA ("L&L"), effective as of such date, because L&L has ceased offering public
company audit services. L&L's decision to withdraw from the PCAOB is unrelated
to any past or current enforcement action against L&L.
During the Company's two most recent fiscal years ended December 31, 2021 and
2020, and through November 22, 2022, the date of L&L's resignation, there were
no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K) with L&L on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
L&L, would have caused L&L to make reference to the matter in its report on the
financial statements for such year.
The Company provided L&L a copy of this Current Report on Form 8-K prior to its
filing with the Securities and Exchange Commission ("SEC") and requested that
L&L furnish it with a letter addressed to the SEC stating whether or not it
agrees with the above statements in Item 4.01. A copy of L&L's letter, dated
December 21, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
The Company is actively engaging new independent registered public accounting
firms.
Item 9.01 Financial Statements and Exhibits
EXHIBITS
Exhibit No. Exhibit
16.1 Letter from L&L CPAS, PA to the Securities and Exchange
Commission, dated November 25, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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GRAPEFRUIT USA, INC. 
