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GRAPEFRUIT
USA, inc.

10866
WILSHIRE BLVD. SUITE 225

LOS
ANGELES, CA 90024

June
12, 2020

Anuja
A. Majmudar

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Grapefruit
        USA, Inc.

        Amendment
        No. 3 to Registration Statement on Form S-1

    Filed
    May 28, 2020

    File
    No. 333- 232828

Dear
Ms. Majmudar:

By
letter dated June 4, 2020, the staff (the “Staff,” “you” or “your”) of
the U.S. Securities & Exchange Commission (the “Commission”) provided Grapefruit USA, Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Amendment
No. 3 to Registration Statement on Form S-1 filed on May 28, 2020. We are in receipt of your letter and set forth below are the
Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the
Company’s responses.

Amendment
No. 3 to Registration Statement on Form S-1

Controlled
Substance Regulation, page 10

    1.
    We
    note you have revised your disclosure to state that you currently manufacture and distribute THC products that are in excess
    of 0.3% THC. Please clarify whether these products are Schedule 1 controlled substances and the consequence of this classification
    under federal law. In this regard, we note you disclose on page 16 that “even in states that have legalized the use
    of marijuana, its sale and use remain violations of federal law.” We also note that your revised disclosure that “should
    the Federal government change its stance on state law compliant cannabis companies and begin to prosecute them under Federal
    law, you could be subject to enforcement and prosecution” appears inconsistent with your disclosure on page 17 that
    the Sessions Memo rescinded the Cole Memo and that federal prosecutors will now be free to utilize their prosecutorial discretion
    to decide whether to prosecute cannabis activities despite the existence of state-level laws that may be inconsistent with
    federal prohibitions. Please advise or revise.

    RESPONSE:
    In
    response to the Staff’s comment, we have revised our disclosure to clarify that we currently manufacture and distribute
    THC products that are in excess of 0.3% THC and that these products are Schedule 1 controlled substances as defined in the
    federal Controlled Substances Act of 1970, and to discuss the consequence of this classification under federal law. Additionally,
    we revised our disclosure to remove the inconsistent language regarding the possibility that “Federal government change
    its stance on state law compliant cannabis companies”.

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Risk
Factors

Our
business is dependent on laws pertaining to the cannabis industry, page 16

    2.
    Consistent
    with your disclosure in the risk factor titled “The approach to the enforcement of cannabis laws may be subject to change
    or may not proceed as previously outlined,” please revise this risk factor to reflect the latest guidance issued by
    former Attorney General Jeff Sessions to the United States Attorney regarding marijuana enforcement on January 4, 2018, including
    the rescission of the Cole Memorandum.

    RESPONSE:
    In
    response to the Staff’s comment, we have revised our disclosure in the risk factor section to provide additional risk
    factors under the new heading “Risks Related to the Marijuana Industry.” Included within these new risk factors
    is disclosure reflecting the latest guidance issued by former Attorney General Jeff Sessions to the United States Attorneys
    regarding marijuana enforcement on January 4, 2018, including the rescission of the Cole Memorandum.

Amendment
No. 3 to Registration Statement on Form S-1

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 36

    3.
    It
    appears that you have removed the critical accounting policies disclosure you’re your registration statement. Please
    revise to provide disclosure of your critical accounting estimates similar to what was included in your prior amendment.

    RESPONSE:
    In
    response to the Staff’s comment, we have revised our disclosure under the Management’s Discussion and Analysis
    of Financial Condition and Results of Operations Section to include disclosure of our critical accounting estimates, similar
    to what we included in our prior amendment.

    4.
    Revise
    to provide an analysis of your results of operations and a discussion of your liquidity and capital resources for all periods
    for which financial statements are presented in your filing. Refer to Item 303 of Regulation S-K.

    RESPONSE:
    In
    response to the Staff’s comment, we have revised our disclosure under the Management’s Discussion and Analysis
    of Financial Condition and Results of Operations Section to include disclosure and analysis of our results of operations and
    a discussion of our liquidity and capital resources for all periods for which financial statements are presented in our filing.

Thank
you for your assistance in reviewing this filing.

Very
Truly Yours,

Bradley
Yourist

Chief
Executive Officer

Grapefruit
USA, Inc.

10866
Wilshire Boulevard, Suite 225

Los
Angeles, CA 90024

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