Grapefruit USA Inc (GPFT)

[Chemic76spirit]

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On October 6, 2009, Imaging3, Inc. (the "Company") completed a series of private placements of its common stock pursuant to which the Company sold a total of 107,059,027 shares of its common stock at a purchase price of $0.025 per share raising total capital of $2,676,475.68. The private placements were made pursuant to Rue 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.