November 18, 2019
Donald Steinberg
Chief Executive Officer
Marijuana Co of America, Inc.
1340 West Valley Parkway, Suite 205
Escondido, California 92029
Re: Marijuana Co of America, Inc.
Amendment No. 3 to Form 10-K for period ended December 31, 2018
Filed November 1, 2019
Form 10-Q for period ended June 30, 2019
Filed August 19, 2019
File No. 000-27039
Dear Mr. Steinberg:
We have reviewed your October 9, 2019 and October 31, 2019 responses
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
September 20, 2019 letter.
Amendment No. 3 to Form 10-K for the year ended December 31, 2018
Report of Independent Registered Public Accounting Firm, page F-1
1. We note your response to prior comment one of our letter dated September
20, 2019. The
amendment filed did not provide an updated report from your independent
accountants.
The opinion sentence in that report refers to the financial position at
December 31, 2018
and 2017. However, the remainder of that opinion sentence only addresses
the results of
operations and cash flows for a single year. Please revise your Form 10-K
to provide a
report from your independent accountants covering all the required
periods that were
included in the audit.
Donald Steinberg
FirstName Co of America, Inc.
Marijuana LastNameDonald Steinberg
Comapany 18, 2019
November NameMarijuana Co of America, Inc.
Page 2
November 18, 2019 Page 2
FirstName LastName
Form 10-Q for period ended June 30, 2019 filed August 19, 2019
Note 5 - Investments, page 16
2. Your proposed disclosure provided in your response to prior comment
four of our letter
dated September 20, 2019 indicates that the consideration committed to
be paid for the
acquisition of NPE was $2 million in cash and 1,173,709 shares worth
$1 million. You
also disclose that as of the date of the filing, the shares had not be
issued. Tell us how you
recorded the commitment to issue the shares as of the date the
definitive agreement was
signed. Tell us where that commitment was reflected as a liability on
your balance sheet.
If it was not recorded as a liability, explain in detail why not.
Provide us with your
detailed analysis of the applicable accounting literature.
Government Regulations of Cannabis, page 39
3. Please revise your disclosures on pages 39-40 to address how the
regulatory landscape
described in this section specifically applies to the business of your
new joint venture
Viva Buds, which was formed for the purpose of "operating a California
licensed cannabis
distribution business pursuant to California law legalizing cannabis
for recreational and
medicinal use." In particular, we note your statement that you are not
"engaged in the
direct growth, cultivation, harvesting and distribution of cannabis
containing psychoactive
amounts of the THC molecule," but it appears that through this joint
venture, you will be
so engaged. Please clarify the legal status of these operations,
including under federal
law.
You may contact Christine Torney at 202-551-3652 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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Tad Mailander, Esq.