INVESTMENTS | NOTE 4 – INVESTMENTS Bougainville Ventures, Inc. Joint Venture On March 16, 2017, we entered into a joint venture agreement with Bougainville Ventures, Inc., a Canadian corporation. The purpose of the joint venture was for the Company and Bougainville to (i) jointly engage in the development and promotion of products in the legalized cannabis industry in Washington State; (ii) utilize Bougainville’s high quality cannabis grow operations in the State of Washington, where it claimed to have an ownership interest in real property for use within the legalized cannabis industry; (iii) leverage Bougainville’s agreement with a I502 Tier 3 license holder to grow cannabis on the site; provide technical and management services and resources including, but not limited to: sales and marketing, agricultural procedures, operations, security and monitoring, processing and delivery, branding, capital resources and financial management; and, (iv) optimize collaborative business opportunities. The Company and Bougainville agreed to operate through a Washington State Limited Liability Company, and BV-MCOA Management, LLC was organized in the State of Washington on May 16, 2017. As our contribution to the joint venture, the Company committed to raise not less than $ 1,000,000 The Company and Bougainville’s agreement provided that funding provided by the Company would contribute towards the joint venture’s ultimate purchase of the land consisting of a one-acre parcel located in Okanogan County, Washington, for joint venture operations. As disclosed on Form 8-K on December 11, 2017, the Company did not comply with the funding schedule for the joint venture. On November 6, 2017, the Company and Bougainville amended the joint venture agreement to reduce the amount of the Company’s commitment from $ 1,000,000 800,000 15 Thereafter, the Company determined that Bougainville had no ownership interest in the property in Washington State, but rather was a party to a purchase agreement for real property that was in breach of contract for non-payment. Bougainville also did not possess an agreement with a Tier 3 I502 license holder to grow Marijuana on the property. Nonetheless, as a result of funding arranged for by the Company, Bougainville and an unrelated third party, Green Ventures Capital Corp., purchased the land, but did not deed the real property to the joint venture. Bougainville failed to pay delinquent property taxes to Okanogan County and to date, the property has not been deeded to the joint venture. To clarify the respective contributions and roles of the parties, the Company offered to enter into good faith negotiations to revise and restate the joint venture agreement with Bougainville. The Company diligently attempted to communicate with Bougainville to accomplish a revised and restated joint venture agreement, and efforts towards satisfying the conditions to complete the subdivision of the land by the Okanogan County Assessor. However, Bougainville failed to cooperate or communicate with the Company in good faith, and failed to pay the delinquent taxes on the real property that would allow for sub-division and the deeding of the real property to the joint venture. On August 10, 2018, the Company advised its independent auditor that Bougainville did not cooperate or communicate with the Company regarding its requests for information concerning the audit of Bougainville’s receipt and expenditures of $ 800,000 In connection with the agreement, the Company recorded a cash investment of $ 1,188,500 49.5 792,500 37,673 11,043 285,986 Natural Plant Extract of California Natural Plant Extract of California & Subsidiaries Joint Venture; On April 15, 2019, the Company entered into a joint venture agreement with Natural Plant Extracts of California, Inc. and subsidiaries. The purpose of the joint venture was to utilize Natural Plant Extracts’ California and City cannabis licenses to jointly operate a business named “Viva Buds” to operate a licensed cannabis distribution service in California. In exchange for acquiring 20% of Natural Plant Extracts’ common stock, the Company agree to pay two million dollars and issue Natural Plant Extract one million dollars’ worth of the Company’s restricted common stock. As of February 3, 2020, the Company was in arrears in its payment obligations under the joint venture agreement, and the parties entered into a settlement and release of all claims terminating the joint venture. The parties agreed to reduce the Company’s equity ownership in Natural Plant Extracts from 20 5 85,000 56,085 Cannabis Global Share Exchange Share Exchange with Cannabis Global, Inc. On September 30, 2020, the Company entered into a securities exchange agreement with Cannabis Global, Inc., a Nevada corporation. By virtue of the agreement, the Company issued 650,000,000 7,222,222 20,000 80,000 Eco Innovation Group Share Exchange On February 26, 2021, we entered into a Share Exchange Agreement with Eco Innovation Group, Inc., a Nevada corporation quoted on OTC Markets Pink (“ECOX”) to acquire the number of shares of ECOX’s common stock, equal in value to $ 650,000 0.06 650,000 Complementary to the Share Exchange Agreement, the Company and ECOX entered into a Lock-Up Agreement dated February 26, 2021 (the “Lock-Up Agreement”), providing that the shares of common stock acquired pursuant to the Share Exchange Agreement shall be subject to a lock-up period preventing its sale for a period of 12 months following issuance and limiting the subsequent sale to aggregate maximum sale value of $ 20,000 80,000 Joint Ventures in Brazil and Uruguay – Development Stage On October 1, 2020, we entered into two Joint Venture Agreements with Marco Guerrero, a director of the Company, dated September 30, 2020, to form joint venture operations in Brazil and in Uruguay to produce, manufacture, market and sell the Company’s hempSMART™ products in Latin America, and will also work to develop and sell hempSMART™ products globally. The Joint Venture Agreements contain equal terms for the formation of joint venture entities in Uruguay and Brazil. The Brazilian joint venture will be headquartered in São Paulo, Brazil, and will be named HempSmart Produtos Naturais Ltda. (“HempSmart Brazil”). The Uruguayan joint venture will be headquartered in Montevideo, Uruguay and will be named Hempsmart Uruguay S.A.S. (“HempSmart Uruguay”). Both are in the development stage. Under the Joint Venture Agreements, the Company will acquire a 70% equity interest in both HempSmart Brazil and HempSmart Uruguay. A minority 30% equity interest in both HempSmart Brazil and HempSmart Uruguay will be held by newly formed entities controlled by Mr. Guerrero, our director and a successful Brazilian entrepreneur. The Company will provide capital in the amount of $ 50,000 100,000 Acquisition of cDistro, Inc. On June 29, 2021, we acquired 100% of the capital stock of cDistro, Inc., a Florida-based hemp and CBD product distribution business incorporated in the State of Nevada (“cDistro”) by a statutory merger and share exchange. After the acquisition, cDistro’s founding partner and Chief Executive Officer, Ronald Russo, remains its Chief Executive Officer, and our Chief Financial Officer Jesus Quintero serves as cDistro’s Chief Financial Officer. Asset Purchase Agreement with VBF Brands, Inc. On October 6, 2021, the Company, through its wholly owned subsidiary Salinas Diversified Ventures, Inc., a California corporation, entered into an Asset Purchase Agreement, Management Services Agreement, Cooperation Agreement and Employment Agreement with VBF Brands, Inc., a California corporation (“VBF”), a wholly owned subsidiary of Sunset Island Group, Inc., a Colorado corporation (“SIGO”). VBF and SIGO agreed to transfer to the Company all of VBF’s outstanding stock to the Company, and appointed our CEO and CFO Jesus Quintero as President of VBF. VBF owns various fixed assets including machinery and equipment, a lease for a 10,000 square foot facility located at 20420 Spence Road, Salinas, California, 93908, leasehold improvements, good-will, inventory, tradenames including “VBF Brands,” trade secrets, intellectual property, and other tangible and intangible properties, including licenses issued by the City of Salinas, County of Monterey, and the State of California to operate a licensed cannabis nursery, cultivation facility, and operations for the manufacturing and distribution of cannabis and cannabis products. VBF and SIGO agreed to sell and transfer to the Company all of VBF’s outstanding stock, and, by virtue of the Management Services Agreement, appoint Mr. Jesus Quintero as President of VBF, vesting management and control of VBF’s licensed cannabis operations in the Company. Concurrently, VBF and Livacich entered into a Cooperation Agreement, whereby VBF and Livacich agreed to cooperate to facilitate the transfer of ownership of VBF, which includes licenses issued by the City of Salinas, County of Monterey, and the State of California, to operate a cannabis nursery, cultivation facility and manufacturing and distribution operations to the Company. The Company also agreed to retain Livacich as Chief Executive Officer for a term of two years and agreed to compensate her with a salary including a signing cash bonus of $250,000, and a $250,000 performance cash bonus payable after six months after the Effective Date. The bonus is conditioned upon Livacich meeting an agreed to “Net Revenue” target of one million dollars ($1,000,000) from VBF’s operations during the six-month period after closing of the Asset Purchase Agreement, and her compliance with the terms and conditions of this Asset Purchase Agreement, the Management Services Agreement and the Cooperation Agreement. As consideration for the transaction, the Company agreed to assume two secured convertible promissory notes issued by SIGO to St. George Investments, LLC, a Utah limited liability company (“St. George”) (the “SIGO Notes”). The first note was issued December 8, 2017, in the original face amount of $ 170,000.00 4,245,000.00 Under the Asset Purchase Agreement, the closing is conditioned upon certain conditions precedent, specifically (i) VBF and SIGO’s full corporate authorization, consent and execution of this Agreement; (ii) VBF’s sale to MCOA of 100% of the issued and outstanding shares of VBF; (iii) full corporate authorization, consent compliance with and execution of the Management Services Agreement and Cooperation Agreement; (iv) SIGO’s disclosure of the Agreement on Form 8-K with the Securities and Exchange Commission; (v) full cooperation in MCOA’s financial auditing of VBF in accordance with ASC 805, including providing unrestricted access to all VBF corporate and financial records and providing all necessary cooperation with VBF financial personnel; (vi) full cooperation in aiding and assisting Buyer with its change of ownership applications with the relevant licensing authorities; (vii) the warranty of truthful representations and execution of and compliance with the terms and conditions of the Executive Employment Agreement, Management Services Agreement and the Cooperation Agreement. As of the date of this filing, the conditions precedent to the closing of the Asset Purchase Agreement remain in the process of implementation, so that the Asset Purchase Agreement closing has not yet occurred pursuant to its terms. Legal counsel for MCOA is currently in the process of working with VBF, Salinas Diversified Ventures, and the relevant state and local governments to effect the change of control and license transfers necessary to close the Asset Purchase Agreement. MARIJUANA COMPANY OF AMERICA, INC. INVESTMENT ROLL-FORWARD AS OF DECEMBER 31, 2021 Schedule of Investment Roll Forward INVESTMENTS TOTAL Consolidated Cannabis Global Hempsmart Lynwood Natural Plant Salinas Ventures VBF INVESTMENTS Eliminations Inc. ECOX cDistro Brazil JV Extract Holding BRANDS Vivabuds Investment, Beginning balance 0 0 0 0 0 0 0 0 0 0 0 Investments made during quarter ended 03-31-19 0 Quarter 03-31-19 equity method Loss 0 - - - - - - - - - - Unrealized gains on trading securities - quarter ended 03-31-19 Balance 03-31-19 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Investments made during quarter ended 06-30-19 $ 3,073,588 - - - - - - $ 3,000,000 - - $ 73,588 Quarter 06-30-19 equity method Income (Loss) $ (29,414 ) $ (6,291 ) $ (23,123 ) Unrealized gains on trading securities - quarter ended 06-30-19 $ 0 Balance 06-30-19 $ 3,044,174 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,993,709 $ 0 $ 0 $ 50,465 Investments made during quarter ended 09-30-19 $ 186,263 - - - - - - - - - $ 186,263 Quarter 09-30-19 equity method Income (Loss) $ (139,926 ) $ (94,987 ) $ (44,939 ) Sale of trading securities during quarter ended 09-30-19 Unrealized gains on trading securities - quarter ended 09-30-19 $ 0 Balance 09-30-19 $ 3,090,511 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,898,722 $ 0 $ 0 $ 191,789 Investments made during quarter ended 12-31-19 $ 129,812 - - - - - - - - - $ 129,812 Quarter 12-31-19 equity method Income (Loss) $ (102,944 ) $ (23,865 ) $ (79,079 ) Reversal of Equity method Loss for 2019 $ 272,285 $ 125,143 $ 147,142 Impairment of investment in 2019 $ (2,306,085 ) $ (2,306,085 ) $ 0 Loss on disposition of investment $ (389,664 ) $ (389,664 ) Sale of trading securities during quarter ended 12-31-19 $ 0 Unrealized gains on trading securities - quarter ended 12-31-19 $ 0 Balance 12-31-19 $ 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Equity Loss for Quarter ended 03-31-20 0 - - - - - - - - - - Recognize Joint venture liabilities per JV agreement 03-31-20 0 Impairment of Equity Loss for Quarter ended 03-31-20 0 Unrealized gains on trading securities - quarter ended 03-31-19 Balance 03-31-20 $ 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Equity Loss for Quarter ended 06-30-20 0 - - - - - - - - - - Impairment of Equity Loss for Quarter ended 06-30-20 0 Sales of of trading securities - quarter ended 06-30-20 Balance 06-30-20 $ 693,915 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Global Hemp Group trading securities issued 650,000 $ 650,000 Investment in Cannabis Global 0 - - - - - - - - - - Balance 09-30-20 $ 1,343,915 $ 0 $ 650,000 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Unrealized gain on Global Hemp Group securities - 4th Quarter 2020 - - - - - - - - - - - Unrealized gains on Cannabis Global Inc securities - 4th Quarter 2020 208,086 $ 208,086 Balance 12-31-20 $ 1,552,001 $ 0 $ 858,086 $ 0 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Investment in ECOX 650,000 - - $ 650,000 - - - - - - - Balance 03-31-21 $ 2,202,001 $ 0 $ 858,086 $ 650,000 $ 0 $ 0 $ 0 $ 693,915 $ 0 $ 0 $ 0 Investments made during quarter ended 06-30-21 30,898 $ 30,898 Unrealized gain on Global Hemp Group securities - 2nd quarter 2021 - - - - - - - - - - - Balance 06-30-21 $ 2,232,899 $ 0 $ 858,086 $ 650,000 $ 0 $ 0 $ 30,898 $ 693,915 $ 0 $ 0 $ 0 Investments made during quarter ended 09-30-21 68,200 $ 68,000 $ 200 Sale of short-term investments in quarter ended- 09-30-21 0 - - - - - - - - - - Balance 09-30-21 $ 2,301,099 $ 0 $ 926,086 $ 650,000 $ 0 $ 0 $ 30,898 $ 693,915 $ 200 $ 0 $ 0 Investments made during quarter ended 12-31-21 5,087,079 $ 2,975,174 $ 90,923 $ 2,020,982 Consolidated Eliminations 12/31/21 (5,060,821 ) (5,060,821 ) - - - - - - - - - Balance 12-31-21 $ 2,327,357 $ (5,060,821 ) $ 926,086 $ 650,000 $ 2,975,174 $ 90,923 $ 30,898 $ 693,915 $ 200 $ 2,020,982 $ 0 Schedule of Debts Amounts Related to Joint Venture Investments Loan Payable Natural General TOTAL Plant Robert L VBF Operating Debt Extract Hymers III BRANDS Vivabuds Expense Balance 03-31-19 - - - - - - Quarter 03-31-19 loan borrowings Quarter 03-31-19 debt conversion to equity - - - - - - Balance 03-31-19 © 0 0 0 0 0 0 Quarter 03-31-19 loan borrowings 3,675,000 $ 2,000,000 - - $ 0 $ 1,675,000 Quarter 03-31-19 debt conversion to equity (1,411,751 ) $ (349,650 ) $ (1,062,101 ) Balance 06-30-19 (d) 2,263,249 1,650,350 0 0 0 612,899 Quarter 09-30-19 loan borrowings 582,000 $ 582,000 Quarter 09-30-19 debt conversion to equity (187,615 ) - - - - $ (187,615 ) Balance 09-30-19 (e) 2,657,634 1,650,350 0 0 0 1,007,284 Quarter 12-31-19 loan borrowings 2,726,964 $ 596,784 $ 4,221 $ 2,125,959 Impairment of investment in 2019 (2,156,142 ) $ (2,156,142 ) Loss on settlement of debt in 2019 50,093 $ 50,093 - - Adjustment to reclassify amount to accrued liabilities (85,000 ) $ (85,000 ) Balance 12-31-19 (f) $ 3,193,549 $ 56,085 $ 4,221 $ 0 $ 0 $ 3,133,243 Quarter 03-31-20 loan borrowings $ 441,638 $ 441,638 Quarter 03-31-20 debt conversion to equity $ (619,000 ) - - - - $ (619,000 ) Recognize Joint venture liabilities per JV agreement 03-31-20 $ 0 Quarter 03-31-20 Debt Discount adjustments $ 24,138 $ 24,138 Balance 03-31-20 (g) $ 3,040,325 $ 56,085 $ 28,359 $ 0 $ 0 $ 2,955,881 Quarter 06-30-20 loan borrowings, net $ 65,091 $ 65,091 Quarter 06-30-20 debt conversion to equity $ (727,118 ) - - - - $ (727,118 ) Quarter 06-30-20 reclass of liability $ 0 Quarter 06-30-20 Debt Discount adjustments $ 405,746 ($ 27,715 ) $ 433,461 Balance 06-30-20 (h) $ 2,784,044 $ 56,085 $ 65,735 $ 0 $ 0 $ 2,662,224 Quarter 09-30-20 debt conversion to equity $ (606,472 ) $ (56,085 ) ($ 65,735 ) - - $ (484,652 ) Debt Settlement during Q3 2020 $ 0 Balance 09-30-20 (i) $ 2,177,572 ($ 0 ) $ 0 $ 0 $ 0 $ 2,177,572 Quarter 12-31-20 loan borrowings, net $ 309,675 $ 309,675 Quarter 12-31-20 Debt Discount adjustments $ (71,271 ) - - - - $ (71,271 ) Quarter 12-31-20 debt conversion to equity $ (993,081 ) $ (993,081 ) Balance 12-31-20 (j) $ 1,422,895 $ 0 $ 0 $ 0 $ 0 $ 1,422,895 Quarter 03-31-21 debt conversion to equity $ (1,309,016 ) - - - - $ (1,309,016 ) Quarter 03-31-21 loan borrowings, net $ 145,000 $ 145,000 Balance 03-31-21 (k) $ 258,879 $ 0 $ 0 $ 0 $ 0 $ 258,879 Quarter 06-30-21 loan borrowings, net $ 1,251,779 - $ 185,000 - - $ 1,066,779 Balance 06-30-21 (l) $ 1,510,658 $ 0 $ 185,000 $ 0 $ 0 $ 1,325,658 Quarter 09-30-21 loan borrowings, net $ 626,250 $ 626,250 Quarter 09-30-21 loan repayments, net $ (1,077,464 ) - $ (75,000 ) - - $ (1,002,464 ) Balance 09-30-21 (m) $ 1,059,444 ($ 0 ) $ 110,000 $ 0 $ 0 $ 949,444 Quarter 12-31-21 loan borrowings, net $ 2,710,006 - - $ 1,643,387 - $ 1,066,619 Balance 12-31-21 (n) $ 3,769,449 ($ 0 ) $ 110,000 $ 1,643,387 $ 0 $ 2,016,063 Schedule of debt balance 12-31-21 06-30-20 03-31-20 12-31-19 09-30-19 06-30-19 03-31-19 12-31-18 12-31-17 This includes balances for: Note (n) Note (h) Note (g) Note (f) Note (e) Note (d) Note (c) Note (b) Note (a) - Debt obligation of JV 0 478,494 394,848 0 1,633,872 1,778,872 128,522 289,742 1,500,000 - Convertible NP, net of discount 3,769,449 2,784,044 3,040,324 3,193,548 2,688,555 2,149,170 1,536,271 1,132,668 394,555 - Longterm debt 0 0 0 0 0 0 0 0 172,856 Total Debt balance $ 3,769,449 $ 3,262,538 $ 3,435,172 $ 3,193,548 $ 4,322,427 $ 3,928,042 $ 1,664,793 $ 1,422,410 $ 2,067,411 |