February 22, 2019
Donald Steinberg
Chief Executive Officer
Marijuana Co of America, Inc.
1340 West Valley Parkway, Suite 205
Escondido, CA 92029
Re: Marijuana Co of America, Inc.
Registration Statement on Form S-1
Filed December 27, 2018
File No. 333-229030
Dear Mr. Steinberg:
We have limited our review of your registration statement to those
issues we have
addressed in our 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.
Form S-1 Filed December 27, 2018
Executive Compensation, page 55
1. Please update Executive Compensation information for the most recent
fiscal year
end. Refer to Regulation S-K, Compliance and Disclosure Interpretation
Question 117.05
for guidance.
Signatures, page 83
2. Please revise your signature page to include the signature of your
controller or principal
accounting officer. To the extent that someone is signing in more than
one capacity,
indicate each capacity in which such person is signing. Refer to
Instruction 1 to
Signatures on Form S-1.
Donald Steinberg
FirstName Co of America, Inc.
Marijuana LastNameDonald Steinberg
Comapany NameMarijuana Co of America, Inc.
February 22, 2019
February 22, 2019 Page 2
Page 2
FirstName LastName
Interim Financial Statements, page F-1
3. Please update your financial statements for the most recently
completed fiscal year.
4. In light of your significant cash outlays, debt obligations,
impairments, losses on equity
investments, and gain on cancellation of debt related to your various
interests reported in
both your Investments and Short-term Investments line items, please
address the
following regarding these investments:
Revise your investment footnotes to provide a separate tabular
rollforward for each of
the periods presented in your next amendment that reconciles to
the amounts presented
on your Balance Sheet and Statements of Operations.
Provide us with a separate quarterly rollforward, from inception of
each investment to
latest balance sheet date to be included in your next amendment,
of the activities for
each of the above mentioned line items.
Note 3 - Summary of Significant Accounting Policies
Segment Information, page F-11
5. You disclose here that you have only one operating segment. However,
on page 32 to
disclose that you offer business consulting and bookkeeping services
in addition to your
product sales. Please provide us the following:
Tell us how you considered the disclosure requirements of ASC
280-10-50-40.
Tell us the separate amounts of business consulting, bookkeeping,
and any other types
of services offered during 2017 and 2018.
Tell us the various types/streams of product revenue reported during
2017 and 2018,
and explain how you determined they were similar for purposes of
this guidance.
Annual Financial Statements
Note 1 - Significant Accounting Policies
Stock Based Compensation, page F-29
6. Revise your policy footnote to more clearly disclose how you
determined the fair value of
your equity for purposes of stock based compensation. Revise to
clarify whether you used
the trading price of your stock and whether any adjustments were made
to the trading
price in determining the fair value of the award. If adjustments were
made to the trading
price, disclose the reasons for and nature of the adjustments, and
tell us the amount of
such adjustments.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Donald Steinberg
Marijuana Co of America, Inc.
February 22, 2019
Page 3
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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.
Sincerely,
FirstName LastNameDonald Steinberg
Division of
Corporation Finance
Comapany NameMarijuana Co of America, Inc.
Office of Healthcare
& Insurance
February 22, 2019 Page 3
cc: Tad Mailander, Esq.
FirstName LastName