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Form PRE 14C Grapefruit USA, Inc For: Nov 25

November 28, 2022 6:01 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14C

(RULE 14c-101)

 

SCHEDULE 14C INFORMATION

 

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Check the appropriate box:

 

Preliminary information statement
 
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
   
Definitive information statement

 

GRAPEFRUIT USA, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required.
   
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
   
(1) Title of each class of securities to which transaction applies:
   
(2) Aggregate number of securities to which transaction applies:
   
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
(4) Proposed maximum aggregate value of transaction:
   
(5) Total fee paid:
   
Fee paid previously with preliminary materials.
   
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
(1) Amount Previously Paid:
   
(2) Form, Schedule or Registration Statement No.:
   
(3) Filing Party:
   
(4) Date Filed:

 

 

 

 

 

 

GRAPEFRUIT USA, INC.

10866 Wilshire Blvd, Suite 225

Los Angeles, CA 90024

 

NOTICE OF STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT

(“Preliminary Information Statement”)

 

Dear Shareholder:

 

NOTICE IS HEREBY GIVEN that the Board of Directors (the “Board”) of GRAPEFRUIT USA, Inc., Inc., a Delaware corporation (hereinafter the “Company,” “we,” “us” or “our”), has approved, and the holders of a majority of the outstanding shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), approved the following corporate actions:

 

(1) an amendment to our Articles of Incorporation, as amended (the “Articles of Incorporation”), to amend to paragraph IV of the Company’s articles of incorporation with the Delaware Secretary of State to increase the number of authorized shares of common stock to two billion (2,000,000,000) at a par value of $0.0001 (dated October 11,2022);

 

(2) the filing of a Certificate of Designation with the Delaware Secretary of State authorizing one million (1,000,000) shares of Series “A” Preferred Stock carries zero conversion rights and no liquidation preference and expires in seven years, unless renewed by the Board of Directors (dated September 21, 2022); and

 

(3) the issuance two hundred and fifty thousand (250,000) shares of the Series “A” Preferred Stock to Bradley Yourist (an officer and director of the Company) and two hundred and fifty thousand (250,000) shares of the Series “A” Preferred Stock to Daniel Yourist (an officer and director of the Company) with each block of Series “A” Preferred Stock issued as described above voting as Common Stock of the Company at an equivalent of 16.75% of the then issued outstanding Common Stock.

 

The accompanying information statement (the “Information Statement”), which describes the above corporate actions in more detail, and provides our stockholders with other important information, is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

 

Pursuant to §103 and §151 of the Delaware General Corporation Law, our Articles of Incorporation, and our Bylaws, this stockholder action, with shall effectuate the above-described corporate actions, may be taken by written consent of the board of directors who are empowered with blank-check authority to take such action without a meeting of stockholders. The written consent of a majority of the outstanding shares of our Common Stock is sufficient to approve the above-described corporate actions.

 

The amendment to the Company’s Articles of Incorporation became effective on the date the Company filed a Certificate of Amendment to its Articles of Incorporation with the Delaware Secretary of State which occurred on or about October 11, 2022 and the authorization of the Series “A” Preferred Stock became effective on the date the Company filed the Certificate of Designation which occurred on or about September 21, 2022.

 

We will mail this information statement twenty (20) days after the filing of this Preliminary Information Statement with the Securities and Exchange Commission.

 

THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH IS DESCRIBED HEREIN.

 

AS SUCH, WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.

 

  By Order of the Board of Directors,
   
  /s/ Bradley Yourist
  Bradley Yourist
  CEO and Director

 

Los Angeles, California

November 25, 2022

 

 

 

 

GRAPEFRUIT USA, INC.

 

Information Statement Pursuant to Section 14C

Of the Securities Exchange Act of 1934

 

CONCERNING CORPORATE ACTIONS AUTHORIZED

BY WRITTEN CONSENT OF A MAJORITY OF THE SHAREHOLDERS

 

November 25, 2022

 

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

General Information

 

This Information Statement is being furnished to the stockholders of GRAPEFRUIT USA, INC., a Delaware Corporation (“Company,” “we,” “us” or “our”), to advise them of the corporate action described herein, which has been authorized by the written consent of stockholders owning a majority of the Company’s voting stock, in accordance with the requirements of Sections 103 and 151 of the Delaware General Corporation Law.

 

This Information Statement will first be mailed to stockholders on or about December 15, 2022. This Information Statement is being furnished for informational purposes only. Again, the Company is neither requesting any existing shareholder of record for a proxy with regards to the corporate action described in this Information Statement nor are any existing shareholders responsible to take any action in furtherance of its contents.

 

Our board of directors has determined that the close of business on November 25, 2022 is the record date (the “Record Date”) for the stockholders entitled to receive notice about the corporate actions set forth herein regarding the Company’s corporate actions described herein. The described corporate actions are hereinafter referred to as the “Actions”.

 

Pursuant to Sections 103 and 151 of the Delaware General Corporation Law, boards of directors who are empowered with blank-check authority by their corporation’s articles of incorporation are permitted to be taken at a meeting of stockholders of a Delaware Corporation may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the voting power.

 

As of the Record Date, we had 717,402,185 shares of Common Stock issued and outstanding. Additionally, as of the Record Date, the holders of a majority of the outstanding shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), approved the following Actions.

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Accordingly, the Action has been approved by the holders of a majority of our outstanding shares of common stock, and no further vote or further action of our stockholders is required to approve the Action. You are hereby being provided with notice of the approval of the Action by less than unanimous written consent of our stockholders. However, under federal law, the Action will not be effective until at least 20 days after this Information Statement has first been mailed to stockholders. Stockholders do not have any dissenter or appraisal rights in connection with the Action at hand.

 

On or about September 22, 2022, the holders of a majority of the outstanding shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), approved, and the Company caused to be filed, a Certificate of Designation authorizing the Series “A” Preferred Stock.

 

On or about September 22, 2022, the board of directors of the Company approved the issuance of two hundred and fifty thousand (250,000) shares of the Series “A” Preferred Stock to Bradley Yourist (an officer and director of the Company) and two hundred and fifty thousand (250,000) shares of the Series “A” Preferred Stock to Daniel Yourist (an officer and director of the Company) with each block of Series “A” Preferred Stock issued as described above voting as Common Stock of the Company at an equivalent of 16.75% of the then issued outstanding Common Stock

 

On or about October 11, 2022, our board of directors approved the amendment of our articles of incorporation to effectuate an increase the number of authorized shares of common stock to two billion (2,000,000,000) at a par value of $0.0001

 

Our executive offices are located at 10866 Wilshire Blvd, Suite 225, Los Angeles, CA 90024, and our telephone number is (315)-575-1175.

 

Interest of Persons in Matters to be Acted Upon

 

No officer, director or principal stockholder has a substantial or material interest in the favorable outcome of the Action other than as discussed herein.

 

 

 

 

OUTSTANDING VOTING SECURITIES

 

At the time of this stockholder action our issued and outstanding voting securities consisted of shares of 717,402,185 shares of Common Stock (Par Value $0.001) issued and outstanding as of the Record Date.

 

INFORMATION ON CONSENTING STOCKHOLDERS

 

As stated above, under Sections 103 and 151 of the Delaware General Corporate Law, Delaware Corporations whose boards of directors are empowered with black-check authority, may take certain actions to increase authorized share capital or designate particular rights and preferences upon preferred shares, which generally are actions required by the Delaware Corporate Code to be taken at a meeting of stockholders of a Delaware Corporation may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the voting power. As of the Record Date, we had 717,402,185 shares of Common Stock issued and outstanding. Additionally, as of the Record Date, shareholders of the Company totaling more than 50.01% of the then issued and outstanding shares of Common Stock, executed and delivered to us a written consent authorizing and approving the Action set forth in this Information Statement, however such action was not required under Sections 103 or 151 as previously mentioned herein.

 

ACTION: INCREASE IN THE AUTHORIZED COMMON STOCK

 

This Action set forth in this Information Statement is to amend the Articles of Incorporation of the Company to increase the authorized Common Stock to two billion (2,000,000,000) at a par value of $0.0001

 

On or about October 11, 2022, our board of directors approved the amendment of our articles of incorporation to effectuate an increase the number of authorized shares of common stock to two billion (2,000,000,000) at a par value of $0.0001

 

Reasons for the Increase in the Authorized Common Stock

 

The Board of Directors voted to increase the Corporation’s Authorized Share Capital to allow for the conversion of convertible promissory debt instruments into equity shares. Without requisite share capital the Corporation would be in default of such obligations and the prospect of additional debts to be incurred by the Corporation as a result of such default would increase to the detriment of all equity and debt shareholders in the Corporation.

 

ACTION: DESIGNATION OF A NEW CLASS OF EQUITY (SERIES “A” PREFERRED STOCK)

 

This Action set forth in this Information Statement is to amend the Articles of Incorporation of the Company to designate a new class of equity, Series “A” Preferred Stock.

 

On or about September 22, 2022, the holders of a majority of the outstanding shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), approved, and the Company caused to be filed, a Certificate of Designation authorizing the Series “A” Preferred Stock.

 

Reasons for the Designation of a New Class of Equity (Series “A” Preferred Stock)

 

The Board of Directors voted to designate a new class of Series “A” Preferred Shares as voting shares only which carry no liquidation preference or conversion rights into common shares to ensure the continuity of management in decision making for the Corporation to successfully carry out its ongoing business plans.

 

ACTION: ISSUANCE OF SERIES “A” PREFERRED STOCK

 

This Action set forth in this Information Statement was the issuance of Series “A” Preferred Stock to various individuals identified herein.

 

On or about October 11, 2022, our board of directors approved the amendment of our articles of incorporation to effectuate an increase the number of authorized shares of common stock to two billion (2,000,000,000) at a par value of $0.0001

 

On or about September 21, 2022, the Company caused to be issued two hundred and fifty thousand (250,000) shares of the Series “A” Preferred Stock to Bradley Yourist (an officer and director of the Company) and two hundred and fifty thousand (250,000) shares of the Series “A” Preferred Stock to Daniel Yourist (an officer and director of the Company) with each block of Series “A” Preferred Stock issued as described above voting as Common Stock of the Company at an equivalent of 16.75% of the then issued outstanding Common Stock.

 

 

 

 

Reasons for the Issuance of the Series “A” Preferred Stock

 

The Board of Directors voted to issue new shares from the designated class of Series “A” Preferred Shares to Daniel Yourist and Bradley Yourist as voting shares only which carry no liquidation preference or conversion rights into common shares to ensure the continuity of management in decision making for the Corporation to successfully carry out its ongoing business plans.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following information table sets forth certain information regarding the Common Stock owned on November 25, 2022 by: (i) each person who is known by the Company to own beneficially more than 5% of its outstanding Common Stock; (ii) each director and officer; and (iii) all officers and directors as a group:

 

Title of Class   Name and Address of Beneficial Owner 1   Title of Beneficial Owner   Amount and Nature of Beneficial Owner     % of Class 2  
Common  

Bradley Yourist

10866 Wilshire Blvd, Suite 225

Los Angeles, CA 90024

  CEO and Director     129,198,426       18.01 %
                         
Common  

Dan Yourist

10866 Wilshire Blvd, Suite 225

Los Angeles, CA 90024

  COO and Director     128,125,206       17.86 %
                         
    All Directors & Officers as a Group         257,323,632       35.87 %

 

Notes: (1) The person or entity named in this table has sole voting and investment power with respect to all shares of common stock reflected as beneficially owned; and (2) based on 717,402,185 shares of common stock outstanding as of November 25, 2022 .

 

ADDITIONAL INFORMATION

 

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

 

NO DISSENTER’S RIGHTS

 

The Stockholders have no right under the Delaware General Corporation Law, the Articles consistent with above or By-laws to dissent from any of the provisions adopted in the Amendments.

 

EFFECTIVE DATE

 

Pursuant to Rule 14c-2 under the Exchange Act, the above actions were effective on filing with the Delaware Secretary of State as described herein. We will mail this information statement twenty (20) days after the filing of this Preliminary Information Statement with the Securities and Exchange Commission.

 

MISCELLANEOUS MATTERS

 

The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on December 15, 2022, as the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive this Information Statement.

 

You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the above actions will not become effective until at least 20 calendar days after the filing of the Definitive Information Statement.

 

This Information Statement is being mailed on or about December 15, 2022, to all Stockholders of record as of the Record Date.

 

 

 

 

CONCLUSION

 

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above actions. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.

 

 

November 25, 2022 By Order of the Board of Directors,
   
  /s/ Bradley Yourist
  Bradley Yourist
  CEO and Director

 

 

 

 

EXHIBIT “A”

 

AMENDMENT TO ARTICLES OF INCORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT “B”

 

CERTIFICATE OF DESIGNATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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