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;


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.



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Results of Operations for the Three Months Ended June 30, 2022 as compared to the Three Months Ended June 30, 2021.



                                                    Three months ended       Three months ended
                                                      June 30, 2022            June 30, 2021
Net revenues                                       $             24,062     $             82,488
Cost of goods sold                                              162,450                  157,163
Gross income (loss)                                            (138,388 )                (74,675 )

Stock based compensation                                        195,682                  221,620
Stock option expenses                                             6,008                   32,877
General and administrative expense                              526,286                  273,112
Loss from operations                                           (866,364 )               (602,284 )
Change in value of derivatives                                    6,462                  136,652
Interest and other income (expense)                            (505,338 )               (880,994 )
Net loss before income taxes                                 (1,365,240 )             (1,346,626 )
Tax provision                                                         -                        -
Net loss                                                     (1,365,240 )             (1,346,626 )
Loss attributable to noncontrolling interest                          -                        -

Net loss attributable to Grapefruit USA, Inc. $ (1,365,240 ) $ (1,346,626 )

The following sets forth selected items from our statements of operations for three months ended June 30, 2022 and for the three months ended June 30, 2021.

Revenue for the three months ended June 30, 2022 was $24,065 compared to $82,488 for the corresponding period in 2021, a decrease of $58,426 or 70.8%. 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. On March 21, 2022, we received approval of our NNCP from Health Canada (NNCP ID No. NP-V2EHUWO907) which authorizes us to manufacture and sell our Hourglass™ products throughout Canada.

Cost of goods sold for the three months ended June 30, 2022 was $162,450 as compared to $157,163 for the corresponding period in 2021, a decrease of $5,287, or 3.4%. 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. When inspecting inventory this quarter, we found some inventory was damaged, which necessitated a $68,500 reduction in inventory. Most of the product was salvageable and will be ready for resale in August 2022.

Our resulting gross loss for the three months ended June 30, 2022 was $138,388 as compared with the gross loss of $74,675 for the corresponding period in 2021, a decrease of $63,713, or 85.3%. The decrease was a result of the general decrease in sales and the associated costs of goods sold.

Stock based compensation for the three months ended June 30, 2022 were $195,682 compared to $221,620 for 2021, decrease of $25,938, or 11.7%. Stock option expenses for the three months ended June 30, 2022 were $6,008 compared to $32,877 for 2021, a decrease of $26,869. General and administrative expenses for the three months ended June 30, 2022 were $526,286 compared to $274,748 for 2021, an increase of $251,538, or 91.6%. This increase was due to the evaluation of the collectability of our accounts receivable. Based on the aging and likelihood of collectability, an allowance for doubtful accounts was created in the amount of $257,594.

Our resulting net loss from operations for the three months ended June 30, 2022 was $866,364 as compared to $602,284 for the corresponding period for 2021, an increase of $264,080, or 43.8%. Change in value of derivatives gain for the three months ended June 30, 2022 was $6,462 as compared to $136,652 for 2021, a decrease of $375,656, or 42.6%.

Our resulting net loss attributable to Grapefruit USA, Inc. and subsidiary for the three months ended June 30, 2022 was $1,365,240 as compared to $1,346,626 for the corresponding period for 2021, a decrease of $18,614, or 1.4%.



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Results of Operations for the Six Months Ended June 30, 2022 as compared to the Six Months Ended June 30, 2021.



                                                    Six months ended       Six months ended
                                                     June 30, 2022          June 30, 2021
Net revenues                                       $           29,711     $          433,304
Cost of goods sold                                            234,311                580,598
Gross income (loss)                                          (204,600 )             (147,294 )
Sales expense                                                       -                  1,960
Stock based compensation                                      195,905                239,044
Stock option expenses                                          20,998                 32,877
General and administrative expense                            750,612                658,737
Loss from operations                                       (1,172,115 )           (1,079,912 )
Change in value of derivatives                                123,894                 77,333
Interest and other income (expense)                          (801,274 )           (1,760,748 )
Net loss before income taxes                               (1,849,495 )           (2,763,327 )
Tax provision                                                       -                      -
Net loss                                                   (1,849,495 )           (2,763,327 )
Loss attributable to noncontrolling interest                        -                      -

Net loss attributable to Grapefruit USA, Inc. $ (1,849,495 ) $ (2,763,327 )

The following sets forth selected items from our statements of operations for six months ended June 30, 2022 and for the six months ended June 30, 2021.

Revenue for the six months ended June 30, 2022 was $29,711 compared to $433,304 for the corresponding period in 2021, a decrease of $403,593 or 93.1%. 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. On March 21, 2022, we received approval of our NNCP from Health Canada (NNCP ID No. NP-V2EHUWO907), which authorizes us to manufacture and sell our Hourglass™ products throughout Canada.

Cost of goods sold for the six months ended June 30, 2022 was $234,311 as compared to $580,598 for the corresponding period in 2021, a decrease of $346,287, or 59.6%. 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. When inspecting inventory this quarter, we found some inventory was damaged, which necessitated a $68,500 reduction in inventory. Most of the product was salvageable and will be ready for resale in August 2022.

Our resulting gross loss for the six months ended June 30, 2022 was $204,600 as compared with the gross loss of $147,294 for the corresponding period in 2021, an increase of $57,306, or 38.9%. The increase was a result of the general decrease in sales and the associated costs of goods sold.

Sales expense for the six months ended June 30, 2022 was $0 compared to the $1,960 for 2021, a decrease of $1,960. The decrease was a result of sales being done internally or online. Stock based compensation for the three months ended June 30, 2022 were $195,905 compared to $239,044 for 2021, a decrease of $43,139, or 18.0%. Stock option expenses for the six months ended June 30, 2022 were $20,998 compared to $32,877 for 2021, a decrease of $11,876, or 36.1%. General and administrative expenses for the six months ended June 30, 2022 were $750,612 compared to $658,737 for 2021, an increase of $91,875, or 13.9%. This increase was due to the evaluation of the collectability of our accounts receivable. Based on the aging and likelihood of collectability, an allowance for doubtful accounts was created in the amount of $257,594.

Our resulting net loss from operations for the six months ended June 30, 2022 was $1,172,115 as compared to $1,079,912 for the corresponding period for 2021, an increase of $92,203, or 8.5%. Change in value of derivatives gain for the six months ended June 30, 2022 was $123,894 as compared to $77,333 for 2021, an increase of $46,561, or 60.2%.



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Our resulting net loss attributable to Grapefruit USA, Inc. and subsidiary for the six months ended June 30, 2022 was $1,849,495 as compared to $2,763,327 for the corresponding period for 2021, a decrease of $913,832, or 33.1%.

Liquidity and Capital Resources

Our cash position decreased to $5,035 as of June 30, 2022 from $9,095 as of December 31, 2021. Our total current assets decreased to $404,651 as of June 30, 2021, from $767,322 as of December 31, 2021.

Our total current liabilities decreased to $7,281,488 as of June 30, 2022 from $7,703,573 as of December 31, 2021.

During the six months ended June 30, 2022, we used $281,394 of net cash for operating activities, as compared to cash used by operations of $807,164 used during the six months ended June 30, 2021. Net cash used in investing activities during the six months ended June 30, 2022 was $0, as compared to $56,679 during the six months ended June 30, 2021. Net cash provided by financing activities during the six months ended June 30, 2022 was $277,344, as compared to $752,103 during the six months ended June 30, 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.

COVID-19 Impact

The COVID-19 pandemic has had, and continues to have, a significant impact around the world, prompting governments and businesses to take unprecedented measures, such as restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders. The COVID-19 pandemic has at times significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets. The COVID-19 pandemic and the measures taken by many countries in response have affected and could in the future materially impact the Company's business, results of operations and financial condition.

Certain of the Company's outsourcing partners, component suppliers and logistical service providers have experienced disruptions during the COVID-19 pandemic, resulting in supply shortages. Similar disruptions could occur in the future.

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 six months ended June 30, 2022, we incurred a net loss of $1,849,495, had a working capital deficit of $6,876,837 and had an accumulated deficit of $18,675,659 at June 30, 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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