Grapefruit USA Inc (GPFT)

[TASHI]

It's possible there are some descrepancies in the information contained in the recent Imaging3 SEC Filings which may have caused the postponement of the Shareholders Meeting of December 10, 2009.

Both the "Proxy Statement - Notice of Shareholders Meeting (preliminary) (PRE 14A)" dated 09/22/2009 and the "Proxy Soliciting Materials (revised) (PRER14A)" date 10/09/2009 indicated there were 323,361,552 shares of the Company's Common Stock outstanding on the Record Date of November 2, 2009.

However, a review of the IMGG Quarterly Report (10-Q) dated 11/13/2009 indicated there were 375,709,898 shares of the Company's Common Stock outstanding as of November 1, 2009.

It appears to me there is a descrepancy of outstanding shares totaling 52,348,346 that were undercounted and possibly the reason for the postponement of the Shareholders Meeting.

It seems to me that this situation will have minimal impact to due the fact that we have 375,709,898 shares outstanding on 11/01/2009 and well within the Authorized Shares of 500,000,000. If there happens to have been some recent dilution, I believe it would probably not surpass 431,000,000 (still within the current A/S).

Any discussion regarding an increase of the Authorized Shares to 750,000,000, ratification of the hiring of the Accountant or the number of Company Directors can wait until early next year without any concern.

Recent link to IMGG filings with the SEC:

http://ih.advfn.com/p.php?pid=nmona&cb=1260235507&article=40358103&symbol=NB%5EIMGG

http://ih.advfn.com/p.php?pid=nmona&cb=1260236268&article=39837882&symbol=NB%5EIMGG

http://ih.advfn.com/p.php?pid=nmona&cb=1260236600&article=39575914&symbol=NB%5EIMGG

Link with information regarding "Regulation 14A: Solicitation of Proxies (Rules 14a-1 to 14b-2):"

http://www.law.uc.edu/CCL/34ActRls/reg14A.html

(jmo)