January 26, 2018
Donald Steinberg
Chief Executive Officer
Marijuana Company of America, Inc.
5256 S. Mission Road, 703 #314
Bonsall, CA 92003
Re: Marijuana Co of America, Inc.
Amendment No. 5 to Registration Statement on Form 10-12G
Filed January 10, 2018
File No. 000-27039
Dear Mr. Steinberg:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 19,
2017 letter.
Amendment No. 5 to Registration Statement on Form 10-12G filed on January 10,
2018
Sources and Availability of Raw Materials and the Names of Principal Suppliers,
page 9
1. Please address the following regarding your response to our prior
comment three:
Please provide us with the quarterly balance sheet and income
statements of the
Bougainville joint venture for each quarter since its inception on
March 16, 2017
through December 31, 2017.
Provide us with your impairment analysis as of each quarter end.
Donald Steinberg
FirstName Company of America, Inc.
Marijuana LastNameDonald Steinberg
Comapany NameMarijuana Company of America, Inc.
January 26, 2018
June 16, 2017 Page 2
Page 2
FirstName LastName
Please provide us with the significance tests for how you
determined whether the
separate financial statements of the joint venture were required
to be included in your
Form 10.
Tell us in detail how you determined that your disclosures met
the requirements of
ASC 323-10-50-3.
2. We note your response to prior comment four. Given that your $1
million funding
commitments to BV-MCOA Management LLC, as set forth in the joint
venture
agreement signed on March 16, 2017, appear to be fixed and
determinable at clear
amounts and dates in Schedule 5 to that agreement, please address the
following:
provide us with excerpts from the original agreement that identify
that your funding
commitment was contingent on the receipt of funding from St.
Georges or otherwise
dependent on other actions by a third party.
provide us with the other schedules and annexes to the original
joint venture
agreement that have not already been filed.
provide us with your basis under the accounting guidance not to
record the liability
for full funding as of the date the agreement was signed.
3. We note your response to prior comment five that you brought the land
to the joint
venture, as well as your response to prior comment 3 that did not
include land in what
Bougainville contributed to the joint venture. With regard to your
BV-MCOA joint
venture agreement signed March 16, 2017, and your current disclosures,
please tell us
what land Bougainville owns, how it relates to the land you are
purchasing for the joint
venture to lease, and provide us background for each of the following
statements. Reconcile the apparent inconsistencies between your role
as landlord, owner,
vendor, and contributor of the land in these statements:
Section 2 of the JV agreement defines the "BV Background Property"
to include "the
real property currently leased by BV."
Section 3.2 of the JV agreement states: "Property Title. It is
understood that the clear
Title for the JV property comprised of the one acre parcel
associated with the Tier 3
License shall be vended into the JV (NEWCO), within 30 days after
the third
installment payment, as per the payment schedule attached."
Article C of Schedule 6, Joint Venture Project Plan, states: "MCOA
to provide
funding for land acquisition for joint venture operations."
Pages 10 and 31 of the Form 10-12G states: `On July 3, 2017 the
Company entered
into a secured convertible promissory note with St. George for the
receipt of funds in
the gross amount of $752,500.00. The note is partially secured by
a lien interest on
the land presently owned by Bougainville Ventures, Inc."
Page 14 of the Form 10-12G states: "As of the date of this filing,
the Company is
developing its joint venture with BV in the State of Washington.
The BV venture is not
yet fully capitalized. However, if and when capitalized, would
place Company in the
Donald Steinberg
Marijuana Company of America, Inc.
January 26, 2018
Page 3
position of a landlord, paid by fixed fee, and its venture partner a
cannabis related entity
in a long-term lease arrangement."
4. Please address the following regarding the property to be transferred
under the
Bougainville joint venture agreement:
Provide us with the title history of the land over the last two years.
Identify the dates of transfer, purchase price, and owners over the
last two years.
Summary of the terms of any mortgage and liens attached to the
property during the
last two years.
5. Similarly, please address the following regarding your joint venture
agreement with
GateC Research Inc. ("GCR"):
Tell us the date you obtained the extension for funding the GCR joint
venture.
Provide us with the extension agreement, and tell us how you
considered whether it
should be filed as an exhibit.
You may contact Bonnie Baynes at 202-551-4924 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with
any other
questions.
FirstName LastNameDonald Steinberg Division of
Corporation Finance
Comapany NameMarijuana Company of America, Inc. Office of
Healthcare & Insurance
June 16, 2017 Page 3
cc: Tad Mailander
FirstName LastName