March 16, 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
Response Dated March 5, 2018
File No. 000-27039
Dear Mr. Steinberg:
We have reviewed your March 5, 2018 response to our comment letter 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
January 26, 2018 letter.
Amendment No. 5 to Registration Statement on Form 10-12G, Filed January 10,
2018
Sources and Availability of Raw Materials and the Names of Principal Suppliers,
page 10
1. Refer to your response to previous comment four regarding the property to
be transferred
under the Bougainville joint venture agreement. As it appears you were
committed to and
have paid the funding to Bougainville Ventures, Inc., and Bougainville
Ventures, Inc.
owns the land and holds the cash without obligation to reinvest, please
provide us the
following:
Tell us in detail how you considered whether this transaction is a
purchase/sale of real
estate under ASC 970-323-30
Tell us and clearly disclose what Bougainville has contributed to the
joint venture and
Donald Steinberg
FirstName Company of America, Inc.
Marijuana LastNameDonald Steinberg
Comapany2018
March 16, NameMarijuana Company of America, Inc.
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how any such contributions were valued.
2. Please address the following regarding your response to previous
comment three and your
acknowledgement of the errors requiring correction in your Forms
10-12G, Forms 10-Q,
and joint venture agreements:
Please file an Item 4.02 of Form 8-K to alert your investors that
your financial
statements can no longer be relied upon, given the various errors.
Revise your filings to incorporate the background information
provided in your
supplemental response to prior comment three.
Disclose the date that MCOA management consulted with Mr. Craig
Brand, esquire.
Tell us and disclose the date management determined not to engage
in operations with
the joint venture that would result in MCOA's actual cultivation,
harvest, and
distribution of cannabis. Tell us and disclose the date management
decided to rescind
the Gate C Research joint venture agreement, and disclose this in
your filings.
Tell us and disclose how these decisions affect your plans to go
forward with the
Bougainville joint venture. To the extent you intend to go forward
with the
Bougainville joint venture, tell us and disclose why you are
pursuing the Bougainville
joint venture but not the Gate C joint venture after your
consultations with Mr. Brand.
Please file an Item 1.02 Form 8-K to alert your investors to that
the material Gate C
Research agreement is to be rescinded, settled and cancelled. To
the extent you
believe that such an obligation has not yet been triggered, tell us
why not and when
you believe it will be triggered.
Tell us and clearly disclose the respective relationships between
Green Ventures
Capital Corp. and Bougainville, MCOA, and St. Georges.
Tell us and revise to disclose how Bougainville and Green Ventures
Capital Corp. will
determine how to subdivide the 4.3 acres of real estate.
Provide us with any existing written contracts for such division of
the property.
Further, provide us with any written evidence of the transfer of
ownership of the real
estate to the joint venture entity.
Tell us and disclose why MCOA is funding the full $274,000 purchase
price for the
full 4.3 acres but then joint venture will only receive one of the
acres. Clearly explain
how the single acre will be accounted for on the joint ventures
financial statements,
how the value of the single acre will be allocated, and how the
joint venture will be
reimbursed for the amounts allocated to the other 3 acres.
3. Given the significance of your investment in Bougainville - Marijuana
Company of
America joint venture agreement, please provide the following related
to your response to
prior comment one:
The separate audited annual financial statements of the Bougainville
joint venture as
of December 31, 2017 from 3/16/17 inception in your Form 10-K for
the year ended
December 31, 2017 pursuant to Rule 8-03(b) of Regulation S-X.
Revise your March 31, 2017, June 30, 2017, and September 30, 2017
interim financial
statements, and include in your December 31, 2017 Marijuana
Company of
Donald Steinberg
FirstName Company of America, Inc.
Marijuana LastNameDonald Steinberg
Comapany2018
March 16, NameMarijuana Company of America, Inc.
June 16, 2017 Page 3
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FirstName LastName
America(MCOA) financial statement footnote disclosure that
includes the summary
financial information of Bougainville joint venture as a
significant investment as
required under ASC 323-10-50-3.
Please provide us with your significance tests for your
investments in the joint venture
with Global Hemp Group, Inc., your investment in MoneyTrac
Technology Inc., and
your investment in Convenient HempMart LLC for purposes of both
Rule 8-03(b) and
ASC 323-10-50-3.
Please provide us with copies of the investment and joint venture
agreements executed
with Global Hemp Group, Inc., MoneyTrac Technology Inc., and
Convenient
HempMart LLC, including all annexes, payment schedules, and
attachments. To the
extent such information has not already been filed as exhibits,
tell us how you
determined that they were not required to be filed as exhibits
pursuant to Item
601(b)(10) of Regulation S-K.
Tell us how you determined that your obligation to purchase up to
a total of 15% of
MoneyTrac Technology Inc. shares "pursuant to the contractual
payment schedule"
referred to on page F-16 of your amended Form 10 did not warrant
recording a
liability on your balance sheet as of March 31, 2017. Tell us how
your basis for not
recording the liability under GAAP.
4. In your response to previous comment two you reference in section
2.1(g) of the
Bougainville joint venture agreement that only allows a 30 day cure
period if MCOA is
unable to meet the funding timelines set out in schedule 5. Please
address the following
items, as previously requested:
Revise the March 31, 2017 MCOA financial statements to record a
liability for your
full $1 million commitment to funding as of March 16, 2017
inception date of the
agreement.
Revise your financial statements to reflect any subsequent
adjustments to that funding
schedule as of the date the adjustments were enacted.
Provide us with Schedules 1, 2, 7, and 8 of the Bougainville joint
venture agreement as
part of your response, and file them as exhibits.
5. Regarding your response to prior comment five, if the company is party
to an oral contract
that would be required to be filed as an exhibit under Item 601(b)(10)
of Regulation S-K if
it were written, the company should provide a written description of
the contract similar to
that required for oral contracts or arrangements under Item
601(b)(10)(iii) of Regulation
S-K. Please file the extension for the Gate C Research joint venture
agreement as an
exhibit. For guidance refer to Compliance and Disclosure
Interpretations, Regulation S-K
Question 146.04.
Donald Steinberg
Marijuana Company of America, Inc.
March 16, 2018
Page 4
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 4
cc: Tad Mailander
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