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Grapefruit Boulevard Investments Inc. (IGNG)

Grapefruit Boulevard Investments Inc., a California corporation (“Grapefruit”), as of May 31, 2019, is a wholly owned subsidiary of Imaging3 Inc. (OTC: IGNG), a Delaware corporation whose shares of $.001 par value common stock are publicly traded on the OTCMarkets OTCQB Market under the symbol “IGNG.” IGNG is subject to the reporting requirements of the Securities Exchange Act of 1934 and files annual and quarterly reports pursuant thereto. Grapefruit holds licenses originally issued by the State of California in January 2018 to both manufacture and distribute cannabis products. Grapefruit’s management now owns a controlling interest in IGNG which now owns 100% of Grapefruit’s outstanding shares. As a result, IGNG’s financial reports will consolidate both IGNG’s and Grapefruit’s balance sheet, statement of operation and statement of cash flows and IGNG and Grapefruit will be operated as a single company. IGNG intends to change its name to Grapefruit and to obtain a more appropriate trading symbol as soon as possible. Hereinafter the combined companies will be referred to as “Grapefruit” or the “Company.”

Grapefruit’s corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds licenses to both manufacture and distribute cannabis products which were originally issued in January 2018 and is fully compliant with all applicable laws and regulations to operate its cannabis manufacturing and distribution businesses.

The company is well-focused on sourcing only the “best of the best” raw cannabis materials to create the highest quality, most-trusted and consistent recreational and medical cannabis products for its customers. Grapefruit is committed to ensuring class-leading quality by rigorously testing the purity and potency of its raw materials throughout the manufacturing process and distribution chain.

Grapefruit owns and operates its fully licensed and compliant ethanol extraction laboratory located in the Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, California. The company’s extraction lab produces high quality, cannabis-derived distillate, also known as “honey oil,” from cannabis flower and “trim.” THC honey oil is one of base cannabis commodities which serves as the active ingredient in everything from infused edibles and tinctures/creams to the cartridges used in vapes and e-cigarettes. Honey oil often sells on the wholesale marketplace for thousands of dollars per liter, with pricing being dependent on quantity purchased, as well as other market factors such as the availability and cost of the underlying flowers and/or trim.

Grapefruit began its extraction operations in May 2019. Plans are in place to expand its honey oil production through the purchase of additional distillation equipment, which is expected to significantly increase the company’s production capacity by the fourth quarter of 2019. Grapefruit’s extraction lab is fully scalable and expansion will be built-out on a two-acre lot owned by Grapefruit at the Coachillin’ site adjacent to its current manufacturing and distribution operation.

Grapefruit selected the City of Desert Hot Springs for its cannabis extraction laboratory, because the city has created a friendly business environment for cannabis-based manufacturers, including incentives like the absence of taxes on cannabis oil production revenues. This affords Grapefruit a fundamental competitive market advantage over other Honey Oil producers.

The California cannabis regulatory scheme is unique in that it requires all cultivators (cannabis farms) and manufacturers (whether producing oils/distillates, infused edibles, tinctures creams or other cannabis products) to sell their products into the legal cannabis wholesale and retail markets exclusively through licensed distributors such as Grapefruit. Grapefruit initially obtained its California recreational and medicinal cannabis distribution license Jan. 4, 2018. In May 2019, Grapefruit was granted its provisional distribution license which is renewable annually, thereby cementing the regulatory foundation necessary to rapidly expand its distribution business.

Grapefruit’s distribution license affords it a twofold strategic advantage: first, to market and sell its own cannabis product lines to retailers throughout California; and second, to buy and resell bulk cannabis flowers and trim as well as all other legal cannabis products to properly licensed distributors and/or retailers throughout California.

The Coachillin’ Canna-Business Park, home to Grapefruit’s current operating facilities and adjacent two-acre parcel of land, is a 160-acre, self-contained legally mapped compound providing the Company with a fully permitted and serviced physical plant from which Grapefruit intends to establish a leading position in the booming California cannabis sector. The parcel was purchased by the Company prior to the Park’s full development, and the value of the land the Company owns has conservatively since doubled in value to over $2 million. Additional long-term benefits of the Coachillin’ compound include agricultural rates for power, which are currently $0.09 per kilowatt hour; the Park’s deep-water well that fully satisfies its need for water; and security expenses shared by all resident businesses. The Coachillin’ Park’s promoters also plan to position the Park, located only 10 miles north of rapidly growing uptown Palm Springs and less than 15 miles from the site of the Coachella and Stagecoach music festivals as a must-see canna-tourism destination.

Grapefruit’s ultimate goal is to become a vertically integrated, seed-to-sale cannabis and CBD product company serving the California market. Moreover, it plans to roll-out its product lines in other states, such as Nevada, Illinois, Oregon, Colorado and Washington. Grapefruit has plans to build a large, all-inclusive facility that will house a 50,000-square-foot-plus indoor grow canopy, a large extraction laboratory designed to extract both THC and CBD cannabinoids via non-volatile (ethanol) and volatile (butane) processes, a manufacturing space to produce Grapefruit’s vape lines and CBD products, an FDA-certified kitchen for the production of Grapefruit edibles and a distribution facility to sell all products into the entire cannabis market. The indoor grow canopy operation will be outfitted and operated to produce ultra-high-quality flowers and buds, some of which, along with the high-quality trim resulting from cleaning and maintaining the grow, will provide biomass necessary to feed the company’s extraction laboratory. Fueled by this hand cultivated biomass, Grapefruit’s lab will continuously produce pesticide and heavy metal-free world class honey oil to both serve as the active ingredient in all of Grapefruit’s branded and unbranded products and meet the projected ever-growing demand for high quality honey oil in the California market.

Grapefruit’s motto – A High You Can Trust – embodies its philosophy and ethos, reminding consumers of the company’s commitment to manufacturing, procuring and distributing only the highest quality all-natural cannabis flower, concentrates and related products that are free from pesticides, heavy metals and bacteria. Grapefruit will target its products to all recreational cannabis enthusiasts’ as continuous, consistent cannabis products. By relentlessly adhering to these policies Grapefruit intends to become the Titleist of the Cannabis industry, known for unwavering quality and consistency.

Grapefruit is managed by a team of experts possessing the experience, skill and resources required to succeed in the competitive cannabis marketplace. Founded by brothers Bradley Yourist, CEO, and Daniel Yourist, COO, Grapefruit has expanded to become a group of industry professionals sharing a passion for all things cannabis. Both the CEO & COO are attorneys licensed to practice law the State of California who possess expert cannabis licensing and regulatory expertise and experience, which will allow Grapefruit to deftly navigate the ever changing California regulatory landscape and apply for new cannabis licenses at reduced costs when necessary, rather than having to acquire licenses that are often overvalued and/or pay outside counsel to handle such matters.

Grapefruit also has its own line of cannabis-infused concentrates and edibles. Among the brands now in stores or soon to be launched are:

  • Rainbow Dreams is a new lifestyle brand designed specifically for the recreational cannabis marketplace. The Rainbow Dreams brand captures the anything goes party vibe of the 1970s by offering an array of cannabis products, such as a line of vape carts with unique cannabis strains combined with all-natural flavors for a superior no-burn experience. Rainbow Dreams fills an important niche in the marketplace as a top shelf quality product line that is competitively priced.
  • Sugar Stoned, which Grapefruit acquired in the winter of 2018, has always been a popular cannabis edibles brand which terminated operations when recreational cannabis became legal and required a license in California. Grapefruit purchased the Sugar Stoned brand in 2019 and it is now a Grapefruit portfolio brand consisting of a premium quality cannabis-infused gummy line with eight different flavors: blue raspberry, cherry, grape, peach, pineapple, sour apple, strawberry and watermelon. Grapefruit intends to expand the brand in the near future through the release of a variety of infused cookies.

Investment Considerations
  • Grapefruit holds a California manufacturing license which allow it to extract oil and manufacture edibles, topical products, capsules and vape cartridges.
  • Grapefruit holds a California distribution license which allows it to broker all forms of cannabis products between growers and manufacturers and distributors, as well as to broker transaction between and among other licensed cannabis product distributors.
  • Grapefruit owns a two-acre parcel of land in Coachillin’ Park which the Company will develop into an all-inclusive facility housing a large indoor grow operation, an extraction laboratory, an FDA-certified kitchen and a distribution hub.
  • Cannabis marketplace in the U.S. projected to reach $30.3 billion by 2023. Over $180 million worth of marijuana-infused food and drinks were consumed in California alone during 2018.
  • CBD oil sales are projected to top $2.1 billion by 2020.
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