Investments | NOTE 5 – INVESTMENTS On March 13, 2017, the Company entered into a stock purchase agreement to acquire up to 150,000,000 common shares of MoneyTrac Technology, Inc., a corporation organized and operating under the laws of the state of California, for a total purchase price of $250,000 representing approximately 15% ownership at the time of the agreement. As of December 31, 2017, the Company had acquired 150,000,000 common shares for $250,000 representing approximately 15% ownership. In connection with the investment, Donald Steinberg, the Company’s President and Chief Executive Officer and Director, was appointed as a board member to MoneyTrac. The Company accounts for its investment in MoneyTrac Technology, Inc. at estimated market fair value using the market price for the publicly traded shares under the ticker symbol “GOHE” as listed on OTC Markets as an indicator of fair market value. As of September 30, 2019, and December 31, 2018, the balance of this investment was $120,708 and $810,000 and was classified as a short-term investment. On July 19, 2019, MoneyTrac completed a 1:100 reverse split of its common stock, which reduced the number of shares beneficially owned by the Company to 1,500,000 shares. Benihemp On June 16, 2017, the Company entered into a Loan Agreement (“Agreement”) with Conveniant Hemp Mart, LLC (“Benihemp”), a limited liability company formed and operating under the laws of the State of Wyoming. Pursuant to the Agreement, Benihemp executed a promissory note for a principal loan amount of $50,000, accruing interest at the rate of 4% per annum and payable in one year, subject to one-time six- month repayment extension. The Agreement also provided that the Company with the option to waive repayment of the note and pay Benihemp an additional $50,000 payment in exchange for a 25% membership interest in Benihemp’s limited liability company. As of December 31, 2018, the balance of this investment reported on the balance sheet for the year ended December 31, 2018 was $0.00 as a result of the investment being deemed fully impaired. Global Hemp Group Joint Ventures We currently have two ongoing joint ventures with Global Hemp Group, Inc., a Canadian corporation. Each is a related party transaction in that Global Hemp Group’s director, Charles Larsen, is a beneficial owner of more than 10% of our common stock, and a former director of the Company. Further, our President and Chief Executive Officer Donald Steinberg is a shareholder in Global Hemp Group. The two Global Hemp Group joint ventures are discussed together due to the common ownership of the joint venture partners in each project, and the fact that both joint ventures share a common purpose of growing, cultivating and performing research and development of industrial hemp. Global Hemp Group New Brunswick Joint Venture On August 31, 2017, the Company entered into a Joint Venture Agreement (“Agreement”) with Global Hemp Group, Inc., a Canadian corporation (“Global Hemp Group”). The Company agreed to assist Global Hemp Group in developing commercial hemp production in New Brunswick, Canada. In the first year of the Agreement, the Company will share the costs of the ongoing hemp trial in New Brunswick; provide its expertise in developing hemp cultivation going forward; and, be granted a right of first refusal as Global Hemp Group’s primary off-taker of any raw materials produced from the project. The Company’s joint venture partner, Global Hemp Group, also partnered with Collège Communautaire du Nouveau Brunswick (CCNB) in Bathurst, New Brunswick, to assist in conducting research with the hemp trials. The trials are taking place on the Acadian peninsula of New Brunswick, and the initial trials to establish commercial cultivation pursuant to the Agreement are expected to be completed during 2019. As of September 30, 2019, we have fully impaired our investment in this joint venture. Global Hemp Group JV – Scio Oregon On May 8, 2018, the Company, Global Hemp Group, Inc., a Canadian corporation, and TTO Enterprises, Ltd., an Oregon corporation entered into a Joint Venture Agreement. The purpose of the joint venture is to develop a project to commercialize the cultivation of industrial hemp on a 109 acre parcel of real property owned by the Company and Global Hemp Group in Scio, Oregon, and operating under the Oregon corporation Covered Bridges, Ltd. The joint venture is in the development stage. On May 30, 2018, the joint venture purchased TTO’s 15% interest in the joint venture for $30,000. The Company and Global Hemp Group, Inc. now have an equal 50-50 interest in the joint venture. The joint venture agreement committed the Company to a cash contribution of $600,000 payable on the following funding schedule: $200,000 upon execution of the joint venture agreement; $238,780 by July 31, 2018; $126,445 by October 31, 2018; and, $34,775 by January 31, 2019. The Company complied with its payments. The 2018 crop of hemp grown on the joint venture’s real property consisted of 33 acres of high yielding CBD hemp grown in an orchard style cultivation on the property. The 2018 harvest consisted of approximately 37,000 high yielding CBD hemp plants producing 24 tons of biomass that produced 48,000 pounds of dried biomass. The joint venture partners prepared processing samples ranging in size from 100 lbs. to 2,000 lbs. for sample offers to extraction companies. The biomass is being processed into CBD crude oil with the option to refine it further into isolate, or full spectrum oil, in order to increase its value on the market. Results from the current extraction test batches were received in May, 2019 and will serve as a basis for the final terms of the sale of the biomass by the Partners. In August of 2019, the JV sold 10,000 lbs. of shucked biomass to an Oregon extraction facility for US$400,000. On October 29, 2019, the partners announced the completion of the 2019 harvest and subject to drying, shucking, processing and weighing for expected sale the fourth quarter 2019. 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 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 million dollars to fund joint venture operations based upon a funding schedule. The Company also committed to providing branding and systems for the representation of cannabis related products and derivatives comprised of management, marketing and various proprietary methodologies directly tailored to the cannabis industry. Bougainville represented that it had an ownership interest in real property located in Washington State used for growing cannabis, and possessed information primarily related to the management and control of cannabis grow operations as conducted in Washington State that included research, development and know how in the cannabis industry. Bougainville also represented that it had an agreement with a I502 Tier 3 license holder in Washington State to operate on the land. The Company and Bougainville's agreement provided that funding provided by the Company would go, in part, 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 to $800,000 and also required the Company to issue Bougainville 15 million shares of the Company's restricted common stock. The Company completed its payments pursuant to the amended agreement on November 7, 2017, and on November 9, 2017, issued to Bougainville 250,000 shares of restricted common stock. The amended agreement provided that Bougainville would deed the real property to the joint venture within thirty days of its receipt of payment. 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 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. The land is currently pending the payment of delinquent property taxes that would allow for the Okanogan County Assessor to sub-divide the property, so that the appropriate portion could be deeded to the joint venture. Although Bougainville represented it would pay the delinquent taxes, it has not. To date, the property has not been deeded to the joint venture. To clarify the respective contributions and roles of the parties, the Company also 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 in good faith 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 funds contributed by the Company in the joint venture agreement. Bougainville had a material obligation to do so under the joint venture agreement. The Company believes that some of the funds it paid to Bougainville were misappropriated and that there was self-dealing with respect to those funds. Additionally, the Company believes that Bougainville misrepresented material facts in the joint venture agreement, as amended, including, but not limited to, Bougainville’s representations that: (i) it had an ownership interest in real property that was to be deeded to the joint venture; (ii) it had an agreement with a Tier 3 # I502 cannabis license holder to grow cannabis on the real property; and, (iii) that clear title to the real property associated with the Tier 3 # I502 license would be deeded to the joint venture thirty days after the Company made its final funding contribution. As a result, on September 20, 2018, the Company filed suit against Bougainville Ventures, Inc., BV-MCOA Management, LLC, Andy Jagpal, Richard Cindric, et al. in Okanogan County Washington Superior Court, case number 18-2- 0045324. The Company’s complaint seeks legal and equitable relief for breach of contract, fraud, breach of fiduciary duty, conversion, recession of the joint venture agreement, an accounting, quiet title to real property in the name of the Company, for the appointment of a receiver, the return to treasury of 15 million shares issued to Bougainville, and, for treble damages pursuant to the Consumer Protection Act in Washington State. The registrant has filed a lis pendens on the real property. The case is currently in litigation. The trial is set for January 26-28, 2021. In connection with the agreement, the Company recorded a cash investment of $1,188,500 to the Joint Venture during 2017. This was comprised of 49.5% ownership of BV-MCOA Management LLC, and was accounted for using the equity method of accounting. The Company recorded an annual impairment in 2017 of $792,500, reflecting the Company’s percentage of ownership of the net book value of the investment. During 2018, the Company recorded equity losses of $37,673 and $11,043 for the first and second quarters respectively, and recorded an annual impairment of $285,986 for the year ended December 31, 2018, at which time the Company determined the investment to be fully impaired due to Bougainville’s breach of contract, including: (i) its failure to communicate and cooperate regarding the Company’s audit; (ii) its misrepresentations concerning its ownership interest in the real property in Okanogan County Washington; (iii) its failure to deed the property to the joint venture within thirty days of payment pursuant to the amended joint venture agreement; and, (iv) its misrepresentation that it possessed an agreement with a Tier 3 license holder to operate on the property. The Company was able to obtain general loans from St. George Investments LLC, not specific to any of the company’s joint ventures. Therefore, accordingly, the impairment of this investment did not create any defaults to the loan agreements and covenants. The loan agreement established the lender’s option to convert the loans to common shares of the Company. GateC Joint Venture On March 17, 2017, the Company and GateC Research, Inc. (“GateC”) entered into a Joint Venture Agreement (“Agreement”) whereby the Company committed to raise up to one and one-half million dollars ($1,500,000) over a six-month period, with a minimum commitment of five hundred thousand dollars ($500,000) within a three (3) month period; and, information establishing brands and systems for the representation of cannabis related products and derivatives comprised of management, marketing and various proprietary methodologies, including but not limited to its affiliate marketing program, directly tailored to the cannabis industry. GateC agreed to contribute its management and control services and systems related to cannabis grow operations in Adelanto County, California, and its permit to grow marijuana in an approved zone in Adelanto, California. GateC did not own a physical site for its operation in Adelanto County, California, and GateC’s permit to grow cannabis did not contain a conditional use permit. On or about November 28, 2017, GateC and the Registrant orally agreed to suspend the Company’s funding commitment, pending the finalization of California State regulations governing the growth, cultivation and distribution of cannabis, which were expected to be completed in 2018. On March 19, 2018, the Company and GateC rescinded the Agreement and concurrently released each other from any all any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that they may have against each other and their Affiliates, arising out of the Agreement. The Registrant incurred no termination penalties as the result of its entry into the Recession and Mutual Release Agreement. In 2017, the Company recorded a debt obligation of $1,500,000 to the Joint Venture and a corresponding impairment charge of $1,500,000 during for year ended December 31, 2017. Upon termination of the material definitive agreement on March 19, 2018, the Company realized a gain on settlement of debt obligation of $1,500,000 during the six months ended June 30, 2018. Natural Plant Extract (“NPE”) Pursuant to a material definitive agreement, the Company agreed to acquire twenty percent of NPE’s authorized shares, totaling 200,000 shares, in exchange for Registrant’s payment of $2,000,000 (two million dollars) and $1,000,000 worth or approximately 1,173,709 shares of the Company’s restricted common stock, after the effects of the reverse stock split. As of the date of this filing, the shares have been issued. The Company’s payment obligations are governed by a stock purchase agreement which required the Company to the following payment schedule: a. Deposit of $350,000 within 5 days of the execution of the material definitive agreement; b. Deposit of $250,000 payable within 30 days; c. Deposit of $400,000 within 60 days; d. Deposit of $500,000 within 75 days; e. Deposit of $500,000 within 90 days.’ The Company accounted this transaction as an investment and a liability - “debt obligation of Joint Venture”. The Company follows Accounting Standards Codification subtopic 321-10, Investments-Equity Securities (“ASC 321-10) which requires the accounting for equity security to be measured at fair value with changes in unrealized gains and losses are included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes. The Company made its initial deposit pursuant to this schedule. However, the Company failed to make the other scheduled payments and is now in default. As of the date of this filing, the Company and NPE are in negotiations to restructure the payment plan. The standalone unaudited financial statements of Natural Plant Extract of California, Inc. for the third quarter ended September 30, 2019 and the year ended December 31, 2018 were as follows: Natural Plant Extract ("NPE") Summarized Balance Sheet September 30, 2019 December 31, 2018 Cash $ 29,961 $ 1,794 Total Current Assets 2,983,993 — Total Fixed assets 56,202 98,282 Notes receivable and other non-current assets 1,578,229 312,004 TOTAL ASSETS 4,648,385 412,080 Long Term Liabilities 2,657,381 616,264 Equity 1,991,004 (204,184 ) Total Liabilities and equity $ 4,648,385 $ 412,080 For the third Quarter ended For the Year ended September 30, 2019 December 31, 2018 Summarized Income Statement Sales $ 11,081 — Total expenses 156,627 $ 204,184 Net Losses $ (145,546 ) $ (204,184 ) MARIJUANA COMPANY OF AMERICA, INC. INVESTMENT ROLL-FORWARD AS OF SEPTEMBER 30, 2019 INVESTMENTS SHORT-TERM INVESTMENTS Global Natural TOTAL TOTAL Hemp Bougainville Gate C Plant Short-Term INVESTMENTS Group Benihemp MoneyTrac Ventues, Inc. Research Inc. Extract Vivabuds Investments MoneyTrac Beginning balance 12-31-16 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Investments made during 2017 3,049,275 10,775 100,000 250,000 1,188,500 1,500,000 0 0 Quarter 03-31-17 equity method Loss 0 0 Quarter 06-30-17 equity method Loss 0 0 Quarter 09-30-17 equity method Loss (375,000 ) (375,000 ) 0 Quarter 12-31-17 equity method accounting 313,702 313,702 0 Impairment of Investment in 2017 (2,292,500 ) 0 (792,500 ) (1,500,000 ) 0 0 Balances as of 12/31/17 695,477 10,775 100,000 250,000 334,702 0 0 0 0 0 Investments made during 2018 986,654 986,654 0 Quarter 03-31-18 equity method Loss (37,673 ) (37,673 ) 0 Quarter 06-30-18 equity method Loss (11,043 ) (11,043 ) 0 Quarter 09-30-18 equity method Loss (10,422 ) (10,422 ) 0 Quarter 12-31-18 equity method Loss (31,721 ) (31,721 ) 0 0 Moneytrac investment reclassified to Short-Term investments (250,000 ) (250,000 ) 250,000 250,000 Unrealized gains on trading securities - 2018 0 560,000 560,000 Impairment of investment in 2018 (933,195 ) (557,631 ) (89,578 ) (285,986 ) 0 Balance 12-31-18 $ 408,077 $ 408,077 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 810,000 $ 810,000 Investments made during quarter ended 03-31-19 129,040 129,040 Quarter 03-31-19 equity method Loss (59,541 ) (59,541 ) Unrealized gains on trading securities - quarter ended 03-31-19 (135,000 ) $ (135,000 ) Balance 03-31-19 $ 477,576 $ 477,576 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 675,000 $ 675,000 Investments made during quarter ended 06-30-19 $ 3,157,234 $ 83,646 $ 3,000,000 $ 73,588 Quarter 06-30-19 equity method Income (Loss) ($ 171,284 ) ($ 141,870 ) $ (6,291 ) $ (23,123 ) Unrealized gains on trading securities - quarter ended 06-30-19 $ 0 (150,000 $ (150,000 ) Balance 06-30-19 $ 3,463,526 $ 419,352 $ 0 $ 0 $ 0 $ 0 $ 2,993,709 $ 50,465 $ 525,000 $ 525,000 Investments made during quarter ended 09-30-19 $ 186,263 $ 186,263 Quarter 09-30-19 equity method Income (Loss) $ 122,863 $ 262,789 $ (94,987 ) $ (44,939 ) Sale of trading securities during quarter ended 09-30-19 $ (41,667 ) Unrealized gains on trading securities - quarter ended 09-30-19 $ 0 (362,625 ) $ (362,625 ) Balance 09-30-19 $ 3,772,652 $ 682,141 $ 0 $ 0 $ 0 $ 0 $ 2,898,722 $ 191,789 $ 120,708 $ 120,708 Loan Payable Global Natural General TOTAL Hemp Bougainville Gate C Plant Operating JV Debt Group Benihemp MoneyTrac Ventues, Inc. Research Inc. Extract Vivabuds Expense Beginning balance 12-31-16 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Quarter 03-31-17 loan borrowings 1,500,000 1,500,000 Quarter 06-30-17 loan activity Quarter 09-30-17 loan borrowings 725,000 725,000 Quarter 12-31-17 loan repayments (330,445 ) (330,445 ) General operational expense 172,856 172,856 Balances as of 12/31/17 (a) 2,067,411 0 0 0 394,555 1,500,000 172,856 Quarter 03-31-18 loan borrowings (payments) 376,472 447,430 (70,958 ) Quarter 06-30-18 cancellation of JV debt obligation (1,500,000 ) (1,500,000 ) Quarter 06-30-18 loan repayments (101,898 ) (101,898 ) Quarter 09-30-18 loan activity 0 Quarter 12-31-18 loan borrowings 580,425 580,425 Balance 12-31-18 (b) $ 1,422,410 $ 1,027,855 $ 0 $ 0 $ 394,555 $ 0 $ 0 Quarter 03-31-19 loan borrowings 649,575 649,575 Quarter 03-31-19 debt conversion to equity (407,192 ) (407,192 ) Balance 03-31-19 © $ 1,664,793 $ 1,270,238 $ 0 $ 0 $ 394,555 $ 0 $ 0 $ 0 $ 0 Quarter 03-31-19 loan borrowings 3,836,220 $ 161,220 $ 2,000,000 $ 0 $ 1,675,000 Quarter 03-31-19 debt conversion to equity (1,572,971 ) $ (161,220 ) $ (349,650 ) $ (1,062,101 ) Balance 06-30-19 (d) $ 3,928,042 $ 1,270,238 $ 0 $ 0 $ 394,555 $ 0 $ 1,650,350 $ 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) $ 4,322,427 $ 1,270,238 $ 0 $ 0 $ 394,555 $ 0 $ 1,650,350 $ 0 $ 1,007,284 09-30-19 06-30-19 03-31-19 12-31-18 12-31-17 This includes balances for: Note (e) Note (d) Note (c) Note (b) Note (a) - Debt obligation of JV 1,633,872 1,778,872 128,522 289,742 1,500,000 - Convertible NP, net of discount 2,688,555 2,149,170 1,536,271 1,132,668 394,555 - Longterm debt 0 0 0 0 172,856 Total Debt balance 4,322,427 3,928,042 1,664,793 1,422,410 2,067,411 Concerning our investment loans for general operation for the quarter ended September 30, 2019, the Company accounted these transactions as an investment and a liability - “debt obligation of Joint Venture”. The Company follows Accounting Standards Codification subtopic 321-10, Investments-Equity Securities (“ASC 321-10”) which requires the accounting for equity security to be measured at fair value with changes in unrealized gains and losses are included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes. |