Grapefruit USA Inc (GPFT)

[stockmasterflash]

Unlimited

In terms of the number of shares and how low the price can go. I's a floorless convertible note.

The kicker is that last quarter Dean issued himself preferred shares with extra voting rights to give him personal full voting control over the company. That should ENRAGE shareholders, that they no longer have any real voting say over the company. Dean has unlimited control. Yet not a peep.

The terms of the note:

The Notes are
convertible into shares of the Company's common stock at a rate of the lesser of
(a) $0.10 per share or (b) 80% of the average of the three (3) lowest daily
VWAPs (volume weighted average prices) during the twenty-two (22) consecutive
trading days immediately preceding the applicable conversion date on which a
Lender elects to convert all or part of its Note, subject to adjustment as
provided in each Note. The Notes are secured by a senior perfected security
interest in all of the Company's assets.

http://www.sec.gov/Archives/edgar/data/1205181/000106594911000188/i38koct42011.txt

Dean's power grab

Item 5. Other Information

On or about November 17, 2011, the Company issued to its Chief Executive Officer 1,000 shares of its Series A Preferred Stock. Each share of Series A Preferred Stock entitles the holder to 350,000 votes on all matters for which shareholders of the Company have a vote. The Series A Preferred Stock is not convertible into our common stock, has no right to dividends or distributions, and has no liquidation preference.

http://www.sec.gov/Archives/edgar/data/1205181/000118518511002058/imaging3-10q093011.htm