See the accompanying notes to these audited
consolidated financial statements
See the accompanying notes to these audited
consolidated financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies
applied in the presentation of the accompanying financial statements follows:
Basis and business
presentation
Marijuana Company of America, Inc. (The “Company”)
was incorporated under the laws of the State of Utah in October 1985 under the name Mormon Mint, Inc. The corporation was originally
a startup company organized to manufacture and market commemorative medallions related to the Church of Jesus Christ of Latter
Day Saints. On January 5, 1999, Bekam Investments, Ltd. acquired one hundred percent of the common shares of the Company and spun
the Company off changing its name Converge Global, Inc. From August 13, 1999 until November 20, 2002, the Company focused on the
development and implementation of Internet web content and e-commerce applications. In October 2009, in a 30 for 1 exchange, the
Company merged with Sparrowtech, Inc. for the purpose of exploration and development of commercially viable mining properties.
From 2009 to 2014, we operated primarily in the mining exploration business.
In 2015, the Company changed its business model
to a marketing and distribution company for medical marijuana. In conjunction with the change, the Company changed its name to
Marijuana Company of America, Inc.
At the time of the transition in 2015, there were no remaining
assets, liabilities or operating activities of the mining business.
On September 21, 2015, the Company formed H
Smart, Inc, a Delaware corporation as a wholly owned subsidiary for the purpose of operating the hempSMART brand.
On February 1, 2016, the Company formed MCOA
CA, Inc., a California corporation as a wholly owned subsidiary to facilitate mergers, acquisitions and the offering of investments
or loans to the Company.
On May
3, 2017, the Company formed Hempsmart Limited, a United Kingdom corporation as a wholly owned subsidiary for the purpose of future
expansion into the European market.
On May
23, 2018, the Company formed H Smart, LLC in Washington State. On January 21, 2019, the Company converted this entity into a Washington
State corporation named H Smart, Inc.
The consolidated
financial statements include the accounts of the Company and its wholly owned subsidiaries: H Smart, Inc., H Smart, LLC, Hempsmart
Limited and MCOA CA, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
Revenue Recognition
For
annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective
ASU 2014-09 “Revenue from Contracts with Customers,” to supersede previous revenue recognition guidance under current
U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The objective of the guidance
is to establish the principles that an entity shall apply to report useful information to users of financial statements about
the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. The core principal
is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the Company expects to be entitled in exchange for those goods or services. Two options were made available for implementation
of the standard: the full retrospective approach or modified retrospective approach. The guidance became effective for annual
reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption
permitted. We adopted FASB ASC Topic 606 for our reporting period as of the year ended December 31, 2017, which made our implementation
of FASB ASC Topic 606 effective in the first quarter of 2018. We decided to implement the modified retrospective transition method
to implement FASB ASC Topic 606, with no restatement of the comparative periods presented. Using this transition method, we applied
the new standards to all new contracts initiated on/after the effective date. We also decided to apply this method to any incomplete
contracts we determine are subject to FASB ASC Topic 606 prospectively. For the quarter ended March 31, 2019, there were no incomplete
contracts. As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain
significant financing components that require revenue adjustment under FASB ASC Topic 606.
Contracts
included in our application of FASB ASC Topic 606, for the quarter ended March 31, 2019, consisted solely of sales of our hempSMART™
products made by our sales associates and by us directly through our web site. Regarding our offered financial accounting, bookkeeping
and/or real property management consulting services, to date no contracts have been entered into, and thus no reportable revenues
have resulted for the fiscal years ended 2017 and 2018, or for the quarter ended March 31, 2019.
In
accordance with FASB ASC Topic 606, Revenue Recognition, we are of the opinion that none of our hempSMART™ product sales
or offered consulting service, as each are discussed below, have a significant financing component. Our opinion is based upon
the transactional basis for our product sales, with revenue recognized upon customer order, payment and shipment, which occurs
concurrently. Our evaluation of the length of time between the customer order, payment and shipping is not a significant financing
component, because shipment occurs the same day as the order is placed and payment made by the customer. Our evaluation of our
consulting services is based upon recognizing revenue as the services are performed for a determinable price per hour. We only
recognize revenues as we incur and charge billable hours. Because our hourly fees for services are fixed and determinable and
are only earned and recognized as revenue upon actual performance, we are of the opinion that such arrangements are not an indicator
of a vendor or customer based significant financing, that would materially change the amount of revenue we recognize under the
contract or would otherwise contain a significant financing component under FASB ASC Topic 606.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
Product Sales
Revenue from product
sales, including delivery fees, is recognized when (1) an order is placed by the customer; (2) the price is fixed and determinable
when the order is placed; (3) the customer is required to and concurrently pays for the product upon order; and, (4) the product
is shipped. The evaluation of our recognition of revenue after the adoption of FASB ASC 606 did not include any judgments or changes
to judgments that affected our reporting of revenues, since our product sales, both pre and post adoption of FASB ASC 606, were
evaluated using the same standards as noted above, reflecting revenue recognition upon order, payment and shipment, which all
occurs concurrently when the order is placed and paid for by the customer, and the product is shipped. Further, given the facts
that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price
negotiated in our product sales is fixed and determinable at the time the customer places the order, and there is no delay in
shipment, we are of the opinion that our product sales do not indicate or involve any significant customer financing that would
materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing
component for us or the customer under FASB ASC Topic 606.
Consulting Services
We
also offer professional services for financial accounting, bookkeeping or real property management consulting services based on
consulting agreements. As of the date of this filing, we have not entered into any contracts for any financial accounting, bookkeeping
and/or real property management consulting services that have generated reportable revenues as of the years ended 2017 and 2018
or the quarter ended March 31, 2019. We intend and expect these arrangements to be entered into on an hourly fixed fee basis.
For
hourly based fixed fee service contracts, we intend to utilize and rely upon the proportional performance method, which recognizes
revenue as services are performed. Under this method, in order to determine the amount of revenue to be recognized, we will calculate
the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable. We only
recognize revenues as we incur and charge billable hours. Because our hourly fees for services are fixed and determinable and
are only earned and recognized as revenue upon actual performance, we are of the opinion that such arrangements are not an indicator
of a vendor or customer based significant financing, that would materially change the amount of revenue we recognize under the
contract or would otherwise contain a significant financing component under FASB ASC Topic 606.
The
Company determined that upon adoption of ASC 606 there were no quantitative adjustments converting from ASC 605 to ASC 606 respecting
the timing of our revenue recognition because product sales revenue is recognized upon customer order, payment and shipment, which
occurs concurrently, and our consulting services offered are fixed and determinable and are only earned and recognized as revenue
upon actual performance.
Use of Estimates
The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation,
fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual
results may differ from these estimates.
Cash
The Company considers cash to consist of cash
on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
Concentrations of credit risk
The Company’s financial instruments that
are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash and cash
equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically
reviewed by senior management.
Accounts Receivable
Trade receivables are carried at their estimated
collectible amounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest.
Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current
financial condition.
Allowance for Doubtful Accounts
Any charges to the allowance for doubtful accounts
on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at
a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based
on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against
the allowance when collectability is determined to be permanently impaired. As of December 31, 2018, and 2017, allowance
for doubtful accounts was $0 and $0, respectively.
Inventories
Inventories are stated at the lower of cost
or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated
obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based
upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs.
Cost of sales
Cost of sales is comprised of cost of product
sold, packaging, and shipping costs.
Stock Based Compensation
The Company measures the cost of services received
in exchange for an award of equity instruments including stock, stock options and restricted stock awards based on the fair value
of the award. For employees and directors, the fair value of the award is measured on the grant date and recognized over the period
during which services are required to be provided in exchange for the award, usually the vesting period. For non-employees, share-based
compensation awards are recorded at either the fair value of the services rendered or the fair value of the share-based payments,
whichever is more readily determinable. Stock and restricted stock and option awards are based on the closing price of the stock
underlying the awards on the grant date. Stock-based compensation expense is recorded by the Company in the same expense classifications
in the statements of operations, as if such amounts were paid in cash. As of December 31, 2018, and 2017, the number of outstanding
stock options to purchase shares of common stock was 0 and 1,000,000,000 shares, respectively. 0 and 750,000,000 shares were vested
as of December 31, 2018 and 2017, respectively.
On February 27, 2019, Charles Larsen and Donald
Steinberg agreed to cancel all previously issued stock options to purchase an aggregate of 1,000,000,000 common shares (see Note
15, Subsequent Events).
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
Net Loss per Common Share, basic and diluted
The Company computes earnings (loss) per share
under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted
earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially
dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable.
The computation of basic and diluted income
(loss) per share as of December 31, 2018 and 2017 excludes potentially dilutive securities when their inclusion would be anti-dilutive,
or if their exercise prices were greater than the average market price of the common stock during the period.
Potentially dilutive securities excluded from
the computation of basic and diluted net loss per share are as follows:
|
|
|
2018
(1)
|
|
2017
|
|
Convertible notes payable
|
|
|
137,219,847
|
|
|
|
—
|
|
|
Options to purchase common stock
(1)
|
|
|
0
(1)
|
|
|
|
1,000,000,000
|
|
|
Warrants to purchase common stock
|
|
|
110,846,817
|
|
|
|
—
|
|
|
Total
|
|
|
248,066,664
|
|
|
|
1,010,000,000
|
|
(1)
On
February 27, 2019, Donald Steinberg and Charles Larsen cancelled previously issued options to purchase an aggregate of 1,000,000,000
shares at an average exercise price of $0.0005 per share, representing 100% of all previously issued option.
(See Subsequent Events, Note 15).
Property and Equipment
Property and equipment are stated at cost.
When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts
and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property
and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years.
Investments
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 (See Note 4).
Derivative Financial Instruments
The Company classifies as equity any
contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement
or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the
Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including
a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii)
gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The
Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date
to determine whether a change in classification between equity and liabilities is required.
The Company’s free-standing
derivatives consisted of conversion options embedded within its issued convertible debt and warrants with anti-dilutive
(reset) provisions. The Company evaluated these derivatives to assess their proper classification in the balance sheet
using the applicable classification criteria enumerated under GAAP. The Company determined that certain conversion and
exercise options do not contain fixed settlement provisions. The convertible notes contain a conversion feature and
warrants have a reset provision such that the Company could not ensure it would have adequate authorized shares to meet all
possible conversion demands.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
As such, the Company was required to record
the conversion feature and the reset provision which does not have fixed settlement provisions as liabilities and mark to market
all such derivatives to fair value at the end of each reporting period.
The Company has adopted a sequencing policy
that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus, any
available shares are allocated first to contracts with the most recent inception dates.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management as of December 31, 2018 and 2017. The respective
carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include
cash and accounts payable. Fair values were assumed to approximate carrying values for cash, accounts payables and short term notes
because they are short term in nature.
Advertising
The Company follows the policy of charging
the costs of advertising to expense as incurred. The Company charged to operations $569,832 and $77,552 for the year ended December
31, 2018 and 2017, respectively, as advertising costs.
Income Taxes
Deferred income tax assets and liabilities
are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences
between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted
tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than
not that these deferred income tax assets will be realized.
The Company recognizes a tax benefit from an
uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a
position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
As of December 31, 2018, and 2017, the Company has not recorded any unrecognized tax benefits.
Segment Information
Accounting Standards Codification subtopic
Segment Reporting 280-10 ("ASC 280-10") establishes standards for reporting information regarding operating segments
in annual financial statements and requires selected information for those segments to be presented in interim financial reports
issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is
available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources
and assess performance. The information disclosed herein materially represents all of the financial information related to the
Company's only material principal operating segment.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
Recent Accounting Pronouncements
There are various updates recently issued,
most of which represented technical corrections to the accounting literature or application to specific industries and are not
expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
Adoption of Accounting Standards
In May 2014, the Financial
Accounting Standards Board (the “FASB”) issued ASU 2014-09 “Revenue from Contracts with Customers” to supersede
previous revenue recognition guidance under current U.S. GAAP. The guidance presents a single five-step model for comprehensive
revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment
approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods
within that reporting period, with early adoption permitted.
The Company has determined
that the adoption of ASU-2014-09 will not have a material impact on its financial statements.
Subsequent Events
The Company evaluates events that have occurred
after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not
identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial
statements, except as disclosed.
NOTE 2 – GOING CONCERN AND MANAGEMENT’S
LIQUIDITY PLANS
The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. As shown in the accompanying financial statements during year ended December 31, 2018, the Company incurred
net losses of $11,095,791 and used cash in operations of $2,385,349. These factors among others may indicate that the Company will
be unable to continue as a going concern for a reasonable period of time.
The Company's primary source of operating funds
in 2018 and 2017 has been from funds generated from proceeds from the sale of common stock and the issuance of convertible and
other debt. The Company has experienced net losses from operations since inception, but expects these conditions to improve in
2018 and beyond as it develops its business model. The Company has stockholders' deficiencies at December 31, 2018 and requires
additional financing to fund future operations.
The Company’s existence is dependent
upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance
that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity
problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue
as a going concern.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2018 and 2017 is summarized
as follows:
|
|
|
2018
|
|
2017
|
|
Computer equipment
|
|
$
|
15,207
|
|
|
$
|
11,004
|
|
|
Furniture and fixtures
|
|
|
5,140
|
|
|
|
5,140
|
|
|
Subtotal
|
|
|
20,347
|
|
|
|
16,144
|
|
|
Less accumulated depreciation
|
|
|
(7,917
|
)
|
|
|
(2,576
|
)
|
|
Property and equipment, net
|
|
$
|
12,430
|
|
|
$
|
13,568
|
|
Property and equipment are stated at cost and
depreciated using the straight-line method over their estimated useful lives of 3 years. When retired or otherwise disposed, the
related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount
realized from disposition, is reflected in earnings.
Depreciation expense was $5,341 and $2,576
for the year ended December 31, 2018 and 2017.
NOTE 4 – INVESTMENTS
MoneyTrac
On March 13, 2017, the Company entered into
a stock purchase agreement to acquire up to 15,000,000 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 15,000,000 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 December 31, 2018, the balance
of this investment was $810,000 and was classified as a short-term investment for the period ended December 31, 2018.
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 shall have 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.
New Brunswick Canada
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
Global Hemp Group New Brunswick Joint
Venture
On August 31, 2017,
we entered into a joint venture with Global Hemp Group Inc., in a multi-phase industrial hemp project on the Acadian peninsula
of New Brunswick, Canada. The joint venture’s goal is to develop a “Hemp Agro-Industrial Zone,” a concept that
promotes and engages farmers, processors and manufacturers to collaboratively produce and process 100% of the hemp plant into a
number of wholesale materials that can be manufactured into healthy and sustainable products. The “HAIZ” will be surrounded
by hemp production thereby minimizing the cost of expensive transportation to distant processing facilities. The “Hemp Agro-Industrial
Zone” has a goal of producing social and environmental benefits to the communities where they operate. These zones are envisioned
to prospectively create jobs for farmers, foster rural development, provide the opportunity to develop more sustainable products
of superior quality and help support Global Hemp Group’s commitment to creating a carbon free economy. The first phase of
the project involved lab testing in support of the trials. The Collège Communautaire du Nouveau Brunswick (CCNB) in Bathurst,
New Brunswick (“CCNB”) intends to assist Global Hemp Group in research on its ongoing industrial hemp trials in the
region, and to perform laboratory tests in support of these trials. These tests will provide information to validate agronomic
and key yield data in preparation of a large-scale industrial development project that will involve processing of the full plant:
grain, straw, flowers and leaves. The results of these tests will also be used in discussions with farmers of the region to refine
a hemp-based farming model, and to mobilize additional farmers for the next growing season. Our participation included providing
one-half, or $10,775 of the funding for the phase one work. On January 10, 2018, phase-one was completed by successfully cultivating
industrial hemp during the 2017 growing season for research purposes. The objective of phase one was to re-introduce hemp into
the area, and ensure that it could be productive under New Brunswick growing conditions prior to significantly increasing cultivation
acreage and building a hemp processing facility in the region, in future phases of the project. As a result of our participation
in the joint venture, we will share in the ownership of research and development of hemp and CBD related studies produced by the
New Brunswick Project, and, in the event Canadian laws governing the growing, harvesting, manufacturing and production of products
containing hemp and CBD change (as expected, but not guaranteed), we would benefit from possible preferred pricing and terms for
the purchase of hemp and CBD that would enable us to further conduct its business and research and development into hemp and CBD
products.
The Company’s costs incurred by the Company’s
interest was $10,775 and $0 for the years ended December 31, 2018 and 2017 and was recorded as other income/expense in the Company’s
Statement of Operations in the appropriate periods. As of December 31, 2018, the balance of the New Brunswick JV 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.
(See Item 1, Business; Principal Products and their Markets; Joint Ventures and Investments).
Global Hemp Group JV – Scio Oregon
Global Hemp Group
Joint Venture/Scio Oregon Hemp Project; 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 commits 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 has complied with its payments on schedule.
As of December 31, 2018, the combined
balance of the Covered Bridge (SCIO) investment and related 41389 Farm investment was $408,077 and was classified as a long-term
investment for the period ended December 31, 2018. The debt obligation related to this JV was reported as Debt obligation of Joint
venture liability with a balance of $289,742 for the year ended December 31, 2018.
Bougainville Ventures, Inc. Joint Venture
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
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 15 million 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.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
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.
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.
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.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The following table indicates the amount
of impairments recorded by the Company quarter to quarter for investment activity quarter to quarter related to its joint venture
investments:
|
|
|
INVESTMENTS
|
|
SHORT-TERM INVESTMENTS
|
|
|
|
|
|
Global
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
Hemp
|
|
|
|
|
|
Bougainville
|
|
Gate C
|
|
|
|
|
|
|
|
INVESTMENTS
|
|
Group
|
|
Benihemp
|
|
MoneyTrac
|
|
Ventures, Inc.
|
|
Research Inc.
|
|
Short-Term
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
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter 09-30-17 equity method
|
|
|
(375,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(375,000
|
)
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter 12-31-17 equity method Loss
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
$
|
810,000
|
|
|
$
|
810,000
|
|
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The following table indicates the amount
of debt the Company recorded quarter to quarter as a result of its joint venture investments:
|
Loan
Payable
|
|
|
|
|
|
TOTAL
|
|
|
|
Global
|
|
|
|
|
|
|
|
|
|
|
|
Bougainville
|
|
|
|
Gate
C
|
|
|
|
General
|
|
|
|
|
|
JV
Debt
|
|
|
|
Hemp
Group
|
|
|
|
Benihemp
|
|
|
|
MoneyTrac
|
|
|
|
Ventues,
Inc.
|
|
|
|
Research
Inc.
|
|
|
|
Operating
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
|
|
|
|
|
03-31-19
|
|
12-31-18
|
|
12-31-17
|
|
This includes balances for:
|
|
Note (c)
|
|
Note (b)
|
|
Note (a)
|
|
- Debt obligation of JV
|
|
|
128,522
|
|
|
|
289,742
|
|
|
|
1,500,000
|
|
|
- Convertible NP, net of discount
|
|
|
1,536,271
|
|
|
|
1,132,668
|
|
|
|
394,555
|
|
|
- Longterm debt
|
|
|
0
|
|
|
|
0
|
|
|
|
172,856
|
|
|
Total Debt balance
|
|
|
1,664,793
|
|
|
|
1,422,410
|
|
|
|
2,067,411
|
|
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 5 – ACCOUNTS PAYABLE
During the years ended December 31, 2018 and
2017, the Company settled outstanding payables with vendors and Joint Venture partners. In connection with the settlement, the
Company recorded a gain of $1,500,000 and $0 for the years ended December 31, 2018 and 2017, respectively. This was primarily due
to the rescission of the GateC Research Joint Venture.
NOTE 6 – NOTES PAYABLE
Purchase agreement CBD Global, Inc.
On July 12, 2016, the Company entered into
a payment agreement with CBD Global, Inc. for the supply of raw materials used in the sale of the Company’s product for an
aggregate amount of $15,000.
Under the terms of the payment agreement, the
Company and the vendor agreed to payments, net 30 days from delivery, 75% cash and 25% of the Company’s common stock at a
fixed conversion rate of $0.00335.
In accordance ASC 470-20, Debt (“ASC
470-20”), the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion
of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured
an aggregate of $3,638 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to
additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature was
charged to current period operations as interest expense.
NOTE 7 – NOTES PAYABLE, RELATED PARTY
As of December 31, 2018, and 2017, the Company’s
officers and directors have provided advances and incurred expenses on behalf of the Company. The issued notes are unsecured, due
on demand and bear 5% interest for 2018 notes and non-interest bearing for 2017 notes.
Convertible promissory notes
On June 30, 2017, the Company issued 5% convertible
promissory notes for an aggregate of $614,347 due June 30, 2018 for consideration of $585,092, after original interest discount
(“OID) of $29,255; unsecured.
The notes are convertible, at any time, into
shares of the Company’s common stock at 50% of the lowest reported sales price of the Company’s common stock for 15
trading days prior to the request to convert. In addition, the notes contain certain reset provisions should the Company issue
subsequent equity linked instruments.
The Company has identified the embedded derivatives
related to the above described notes. These embedded derivatives included certain conversion features and reset provisions. The
accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the
inception date of the note and to fair value as of each subsequent reporting date.
At June 30, 2017, the Company determined the
aggregate fair value of $1,317,555 of embedded derivatives. The fair value of the embedded derivatives was determined using the
Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 449.09%,
(3) weighted average risk-free interest rate of 1.24%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company's
common stock from $0.0205 per share.
The determined fair value of the debt derivatives
of $1,317,555 was charged as a debt discount up to the net proceeds of the notes with the remainder of $732,463 charged to current
period operations as non-cash interest expense.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
During the year ended December 31, 2018 and
2017, the Company issued an aggregate of 147,927,794 and 62,721,553 shares of its common stock in settlement of the issued notes
payable and accrued interest.
For the years ended December 31, 2018 and 2017,
the Company recorded amortization of debt discounts of $732,463 and $585,092, respectively, as a charge to interest expense.
NOTE 8 – CONVERTIBLE NOTE PAYABLE
Convertible notes payable are comprised of
the following:
|
|
|
2018
|
|
2017
|
|
Convertible note payable-DTTO- due April 30, 2018
|
|
$
|
—
|
|
|
$
|
111,111
|
|
|
Convertible note payable-John Fife – last due October 27, 2018
|
|
|
150,959
|
|
|
|
—
|
|
|
Convertible notes payable-St George-last due June 30, 2019
|
|
|
1,877,889
|
|
|
|
1,688,920
|
|
|
Total
|
|
|
2,028,848
|
|
|
|
1,800,031
|
|
|
Less debt discounts
|
|
|
(896,180
|
)
|
|
|
(1,232,620
|
)
|
|
Net
|
|
|
1,132,668
|
|
|
|
567,411
|
|
|
Less current portion
|
|
|
(1,132,668
|
)
|
|
|
(394,555
|
)
|
|
Long term portion
|
|
$
|
—
|
|
|
$
|
172,856
|
|
Convertible note payable-DTTO
Effective March 30, 2017, the Company issued
a 6.5% convertible promissory note for an aggregate of $2,777,778 due April 30, 2018 for consideration of $2,500,000, after original
interest discount (“OID) of $277,778; unsecured.
On June 30, 2017, the Company had received
net proceeds of $99,965 under the note. Gross face amount was $111,111, after additions for pro rate portion of OID and other related
costs.
The note was convertible, at any time, into
shares of the Company’s common stock at $0.03 per share unless on the day prior to the lender’s request to convert,
the closing price is less than $0.05 per share, then the conversion price shall be 60% of the average three lowest days closing
prices for 20 trading days prior to the request to convert.
At the funding date of the note, the Company
determined the aggregate fair value of $221,406 of embedded derivatives. The fair value of the embedded derivatives was determined
using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of
470.85%, (3) weighted average risk-free interest rate of 1.02%, (4) expected life of 1.08 years, and (5) estimated fair value of
the Company's common stock from $0.0604 per share.
The determined fair value of the debt derivatives
of $221,406 was charged as a debt discount up to the net proceeds of the note with the remainder of $121,441 charged to operations
as non-cash interest expense.
Convertible note payable-Tangiers Global LLC
On July 31, 2017, the Company issued a 10%
fixed convertible promissory note for an aggregate of $250,000 due February 28, 2018. The Company had received net proceeds of
$76,500 under the note. Gross face amount was $85,000, after additions for pro rate portion of OID and other related costs.
The note is convertible, at any time,
into shares of the Company’s common stock at $0.0125 per share. As an investment incentive, the Company issued 10,000,000
5year cashless warrants, exercisable at $.025.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
At the funding date of the note, the Company
determined the aggregate fair value of $374,100 of embedded derivatives. The fair value of the embedded derivatives was determined
using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of
448.42% to 448.47%, (3) weighted average risk-free interest rate of 1.13% to 1.15%, (4) expected life of 0.58 to .59 years, and
(5) estimated fair value of the Company's common stock from $0.0375 to $0.0376 per share.
The determined fair value of the debt derivatives
of $374,100 was charged as a debt discount up to the net proceeds of the note with the remainder of $234,100 charged to operations
as non-cash interest expense.
Additionally, date of issuance, the Company
determined the aggregate fair value of $375,000 of the issued warrant. The fair value of the warrant was determined using the Binomial
Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 448.47%, (3) weighted
average risk-free interest rate of 1.84%, (4) expected life of 5.00 years, and (5) estimated fair value of the Company's common
stock from $0.0375 per share.
The determined fair value of the issued warrant
of $375,000 was charged as an inducement cost and charged to operations as non-cash interest expense.
On October 10, 2017, the Company entered into
a “Settlement and Mutual Release of All Claims Agreement” (“Agreement”) with Tangiers Global, LLC (“Tangiers”)
terminating the Company’s previously announced material definitive agreement with Tangiers reported on Form 8-K on July 31,
2017. The Agreement terminated an Investment Agreement between the Company and Tangiers, wherein Tangiers previously agreed to
invest up to five million dollars ($5,000,000) to purchase the Company’s Common Stock, par value $0.001 per share, based
upon an exemption from registration provided under Section 4(a)(2) of the 1933 Securities Act, and Section 506 of Regulation D
promulgated thereunder.
Further, the Agreement, terminated a Registration
Rights Agreement entered into between the Company and Tangiers, which was an inducement to Tangiers to execute and deliver the
Investment Agreement, whereby the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of Common Stock issuable
for Tangiers’s investment pursuant to the Investment Agreement.
Further, the Agreement
settled two outstanding fixed convertible promissory notes the Company executed in favor of Tangiers: one in the amount of two
hundred and fifty thousand dollars ($250,000.00), of which Tangiers had advanced eighty-five thousand dollars ($85,000) to the
Company, with total principal and interest due in the amount of ninety-three thousand, five hundred dollars ($93,500); and one
in the amount of fifty thousand dollars ($50,000), with total principal and interest due in the amount of fifty-five thousand dollars
($55,000). In addition, previously issued warrants to acquire 10,000,000 shares of the Company’s common stock were returned
and canceled.
The Agreement further provided that in order
to affect a prepayment of the fixed convertible promissory note in the amount of two hundred and fifty thousand dollars ($250,000),
the Company agreed to pay a prepayment penalty of eighteen thousand, five hundred dollars ($18,500), resulting in a total payable
on this note in the amount of one hundred and twelve thousand, two hundred dollars ($112,200).
The Company agreed to settle the notes by paying
Tangiers one hundred and sixty-seven thousand, two hundred dollars ($167,200) and issuing Tangiers three million shares of the
Company’s restricted common stock. The Company and Tangiers agreed to mutual releases of all claims.
On October 10, 2017, the Company issued
3,000,000 shares of common stock and paid $167,200 in full settlement of the outstanding Tangiers notes recognizing a gain on
settlement of debt of $342,399. The gain was determined by the fair value of the common shares obligated at the time of
settlement of 11,200,000 less the 3,000,000 issued to settle, net with cash paid plus the fair value of the canceled
liability warrants.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
Convertible notes payable-St George Investments
Effective July 3, 2017, the Company issued
a secured convertible promissory note in aggregate of $752,500 to St George Investments LLC (“St George”). The promissory
note bore interest at 10% per annum, was due upon maturity sixteen months after the purchase price date and included an original
issue discount (“OID”) of $67,500. In addition, the Company agreed to pay $10,000 for legal, accounting and other transaction
costs of the lender. The promissory note was funded in five tranches of $422,500; $27,500; $167,200 and $107,800; net of OID and
transaction costs resulting in receiving aggregate net proceeds of $675,000 under this note. As an investment incentive, the Company
issued 33,653,846, 5-year warrants, exercisable at $.04 with certain reset provisions.
During the year ended December 31, 2018, $752,500
of principal and $45,902 of accrued interest along with $1,624,933 of derivative liabilities valued as of the respective conversion
dates were converted into 53,528,363 shares of common stock. Unamortized discounts of $696,385 were charged to interest expense
at the time of conversion.
Forbearance agreement
On August 4, 2017, the Company entered into
a forbearance agreement with St. George Investments LLC, due to the Company’s alleged breached of certain default provisions
of the secured promissory note entered into with St. George on July 3, 2017. The alleged breach occurred due to the Company entering
into an investment agreement with Tangiers on July 15, 2017 and issued a fixed convertible promissory note to Tangiers. Due to
the alleged breach, St George has the right, among other things, to accelerate the maturity date of the note, increase interest
from 10% to 22% and cause the balance of the outstanding promissory note to increase due to the application of the default provisions.
St. George agreed to refrain and forbear from
bringing any action to collect under the promissory note, including the interest rate increase and balance increase, with respect
to the alleged default. As consideration of the forbearance, the Company agreed to accelerate the installment conversions from
1 year to 6 months and to add an additional OID of $112,875, which will be considered fully earned as of August 4, 2017, nonrefundable
and to be included in the first tranche. The Company and St George ratified the outstanding balance, after the added OID and accrued
interest, of $868,936 as of August 4, 2017.
Effective November 1, 2017, the Company issued
a secured convertible promissory note in aggregate of $601,420 to St George Investments LLC (“St George”). The promissory
note is bears interest at 10% per annum, is due upon maturity sixteen months after purchase price date and includes an original
issue discount (“OID”) of $54,220. In addition, the Company agreed to pay $5,000 for legal, accounting and other transaction
costs of the lender. The promissory note was funded on November 11, 2017 of $542,200; net of OID and transaction costs.
During the year ended December 31, 2018, $183,531
of principal and $66,470 of accrued interest along with $132,708 of derivative liabilities valued as of the respective conversion
dates were converted into 27,839,644 shares of common stock.
Effective December 20, 2017, the Company issued
a secured convertible promissory note in aggregate of $1,655,000 to St George Investments LLC (“St George”). The promissory
note is bears interest at 10% per annum, is due upon maturity sixteen months after purchase price date and includes an original
issue discount (“OID”) of $155,000. In addition, the Company agreed to pay $5,000 for legal, accounting and other transaction
costs of the lender. The promissory note was funded in nine tranches of $300,000; $200,000; $200,000; $400,000; $75,000; $150,000;
$85,000; $120,000 and $70,000, resulting in receiving aggregate net proceeds of $1,500,000 under this note.. The Company had received
aggregate net proceeds of $300,000 during the year ended December 31, 2017 with the remaining tranches received during the year
ended December 31, 2018. As an investment incentive, the Company issued 66,000,000 5 year warrants, exercisable at $.04 with certain
reset provisions.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The promissory notes are convertible, at any
time at the lender’s option, at $0.04. However, in the event the Company’s market capitalization (as defined) falls
below $30,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding
date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution
provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion
price.
The Company has a right to prepayment of the
note, subject to a 20% prepayment premium and is secured by a trust deed of certain assets of the Company.
At the funding dates of the notes, the Company
determined the aggregate fair value of $2,842,117 of embedded derivatives. The fair value of the embedded derivatives was determined
using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of
423.86 to 440.98%, (3) weighted average risk-free interest rate of 1.57% to 2.35%, (4) expected life of .253 to .833 years, and
(5) estimated fair value of the Company's common stock from $0.0275 to $0.0441 per share.
The determined fair value of the debt derivatives
of $2,842,117 was charged as a debt discount up to the net proceeds of the note with the remainder of $809 and $2,412,545 charged
to operations as non-cash interest expense.
Additionally, date of issuance, the Company
determined the aggregate fair value of $3,032,900 of the issued warrants. The fair value of the warrants were determined using
the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 436.55%
to 448.94%, (3) weighted average risk-free interest rate of 1.93% to 2.15%, (4) expected life of 5.00 years, and (5) estimated
fair value of the Company's common stock from $0.0205 to $0.0355 per share.
The determined fair value of the issued warrants
was allocated between the debt instrument and warrants based on their relative fair values. The portion of the proceeds allocated
to the warrants has been added to the debt discount, included in additional paid in capital and amortized over the life of the
debt.
During the year ended December 31, 2018, $855,000
of principal along with $1,223,312 of derivative liabilities valued as of the respective conversion dates were converted into 51,952,093
shares of common stock. Unamortized discounts of $520,443 were charged to interest expense at the time of conversion.
On November 5, 2018, $250,000 of principal
and accrued interest was assigned to John Fife as an individual with all the terms and conditions of the original note issued to
St George. The Company determined the aggregate fair value of the embedded derivatives at $260,233. The fair value of the embedded
derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%;
(2) expected volatility of 418.01%, (3) weighted average risk-free interest rate of 2.20%, (4) expected life of .083 years, and
(5) estimated fair value of the Company's common stock of $0.0204 per share. The determined fair value of the debt derivatives
was charged as a debt discount up to the net proceeds of the note with the remaining $10,233 charged to operations as interest
expense during the year ended December 31, 2018.
On November 20, 2018, $99,041 of principal
and $959 of accrued interest along with $125,625 of derivative liabilities valued as of the respective conversion date were converted
into 8,576,329 shares of common stock. Unamortized discounts of $99,041 were charged to interest expense at the time of conversion.
Effective August 28, 2018, the Company
issued a secured convertible promissory note in aggregate of $1,105,000 to St George Investments LLC (“St
George”). The promissory note is bears interest at 10% per annum, is due upon maturity ten months after purchase price
date and includes an original issue discount (“OID”) of $100,000. In addition, the Company agreed to pay $5,000
for legal, accounting and other transaction costs of the lender. During the year ended December 31, 2018, the promissory note
was funded in seven tranches of $60,000; $71,000; $15,000; $75,000; $200,000; $200,000; and $200,000, resulting in receiving
aggregate net proceeds of $825,000 under this note. As an investment incentive, the Company issued 45,000,000 5 year
warrants, exercisable at $.04 with certain reset provisions.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The promissory note is convertible, at any
time at the lender’s option, at $0.04. However, in the event the Company’s market capitalization (as defined) falls
below $30,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding
date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution
provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion
price.
The Company has a right to prepayment of the
note, subject to a 15% prepayment premium and is secured by a trust deed of certain assets of the Company.
Additionally, at the date of issuance, the
Company determined the aggregate fair value of $1,588,493 of the issued warrants. The fair value of the warrants were determined
using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of
422.68%, (3) weighted average risk-free interest rate of 2.75%, (4) expected life of 5.00 years, and (5) estimated fair value of
the Company's common stock of $0.0353 per share.
The determined fair value of the issued warrants
was allocated between the debt instrument and warrants based on their relative fair values. The portion of the proceeds allocated
to the warrants has been added to the debt discount, included in additional paid in capital and amortized over the life of the
debt.
At the funding dates of the notes, the Company
determined an aggregate fair value of $1,716,396 of the embedded derivatives. The fair value of the embedded derivatives was determined
using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of
422.68%, (3) weighted average risk-free interest rate of 2.31%, (4) expected life of .833 years, and (5) estimated fair value of
the Company's common stock from $.0353 per share.
The determined fair value of the debt derivatives
was charged as a debt discount up to the net proceeds of the note with the remaining $1,716,396 charged to operations as interest
expense during the year ended December 31, 2018.
Summary:
The Company has identified the embedded derivatives
related to the above described notes and warrants. These embedded derivatives included certain conversion and reset features. The
accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the
inception date of the note and to fair value as of each subsequent reporting date.
At December 31, 2018, the Company determined
the aggregate fair values of $2,256,631 of embedded derivatives. The fair values were determined using the Binomial Option Pricing
Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 112.98% to 113.09%, (3) weighted
average risk-free interest rate of 2.44% to 2.56%, (4) expected life of 0.083 to 0.500 years, and (5) estimated fair value of the
Company's common stock from $0.0203 per share.
For the year ended December 31, 2018, the Company
recorded a gain on the change in fair value of derivative liabilities of $1,443,249 and a loss on the change in the fair value
of derivative liabilities of $4,329,743 for the year ended December 31, 2017. For the years ended December 31, 2018 and 2017, the
Company recorded amortization of debt discounts of $1,146,549 and $1,042,999, respectively, as a charge to interest expense, respectively.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 9 – DERIVATIVE LIABILITIES
As described in Notes 7 and 8, the Company
issued convertible notes and warrants that contained conversion features and a reset provisions. The accounting treatment of derivative
financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value
as of each subsequent reporting date.
NOTE 10 – STOCKHOLDERS’ DEFICIT
Preferred stock
The Company is authorized to issue 50,000,000
shares of $0.001 par value preferred stock as of December 31, 2018 and December 31, 2017. As of December 31, 2018, and 2017,
the Company has designated and issued 10,000,000 shares of Class A Preferred Stock.
Each share of Class A Preferred Stock is entitled
to 100 votes on all matters submitted to a vote to the stockholders of the Company, does not have conversion, dividend or distribution
upon liquidation rights.
Common stock
The Company is authorized to issue 5,000,000,000
shares of $0.001 par value common stock as of December 31, 2018 and 2017. As of December 31, 2018, and 2017, the Company
had 2,561,238,082 and 2,103,464,006, respectively, common shares issued and outstanding.
In 2016, the Company issued an aggregate of
91,333,333 shares of its common stock for services rendered with an estimated fair value of $1,218,879.
In 2016, the Company issued an aggregate of
409,674,303 shares of its common stock in settlement of related party notes payable in aggregate of $450,642.
In 2016, the Company issued an aggregate of
4,565,860 shares of its common stock in settlement of notes payable and purchase agreements of $43,750.
In 2016, the Company canceled and returned
to treasury an aggregate of 65,500,000 shares of previously issued common stock.
In 2016, the Company sold an aggregate of 69,623,874
shares of its common stock for net proceeds of $349,500.
In December 2016,
the Company’s board of directors approved bonuses to the officers of the Company of an aggregate of 25,000,000 shares. As
such, the Company recorded stock based compensation of $2,025,000 based on the fair value at the date of grant.
During the year ended December 31, 2017, the
Company issued an aggregate of 344,033,333 shares of its common stock for services rendered with an estimated fair value of $19,068,583.
During the year ended December 31, 2017, the
Company issued an aggregate of 29,545,455 shares of its common stock for prior year officer stock-based compensation accrual.
During the year ended December 31, 2017, the
Company issued an aggregate of 20,000,000 shares of its common stock as replacement shares previously canceled in 2016 as part
of settlement agreement.
During the year ended December 31, 2017, the
Company sold an aggregate of 8,166,667 shares of its common stock for net proceeds of $85,000.
During the year ended December 31, 2017, the
Company issued an aggregate of 62,721,553 shares of its common stock in settlement of $614,346 related party notes payable and
accrued interest.
During the year ended December 31, 2017, the
Company issued 3,000,000 shares of its common stock in part settlement of $140,000 convertible notes payable, accrued interest
and penalties.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
During the year ended December 31, 2018, the
Company issued an aggregate of 31,000,794 shares of its common stock for services rendered with an estimated fair value of $718,099.
During the year ended December 31, 2018, the
Company sold an aggregate of 18,693,636 shares of its common stock for net proceeds of $152,000.
During the year ended December 31, 2018, the
Company issued an aggregate of 80,428,246 shares of its common stock in settlement of $804,279 related party notes payable and
accrued interest.
During the year ended December 31, 2018, the
Company issued 147,927,794 shares of its common stock in part settlement of $5,466,333 convertible notes payable, accrued interest
and penalties.
During the year ended December 31, 2018, the
Company issued 57,676,810 shares of its common stock in settlement of a legal case at a cost of $1,701,466.
During the year ended December 31, 2018,
the company issued 122,046,796 shares of its common stock in exchange for exercise of warrants on a cashless basis.
During the year ended December 31, 2018,
the company received proceeds from common stock subscriptions for $90,000.
Options
Option valuation models
require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Binomial
Option Pricing Model with a volatility figure derived from using the Company’s historical stock prices. Management determined
this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual
life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the
“simplified” method, which is used for “plain-vanilla" options, as defined in the accounting standards codification.
The risk-free interest
rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected
term of the options.
In addition, the Company
is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating
the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options,
and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is
materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation
expense could be significantly different from what the Company has recorded in the current period.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The following table summarizes the stock option
activity for the years ended December 31, 2018 and 2017:
|
|
|
Shares
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted Average
Remaining
Contractual Term
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding at January 1, 2017
|
|
|
1,000,000,000
|
|
|
$
|
0.005
|
|
|
|
8.76
|
|
$
|
15,400,000
|
|
Granted
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures or expirations
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
|
1,000,000,000
|
|
|
$
|
0.005
|
|
|
|
7.76
|
|
$
|
|
15,400,000
|
|
Granted
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures or expirations
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2018
|
|
|
0
(1)
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercisable at December 31, 2018
|
|
|
0
(1)
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
(1) On February 27, 2019, Donald Steinberg
and Charles Larsen cancelled previously issued options to purchase an aggregate of 1,000,000,000 shares at an average exercise
price of $0.0005 per share, representing 100% of all previously issued option. (See Subsequent Events, Note 15).
The aggregate intrinsic value in the preceding
tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock
price of $0.0203 as of December 31, 2018, which would have been received by the option holders had those option holders exercised
their options as of that date.
The following table presents information related to stock options
at December 31, 2018
(1)
:
|
Options Outstanding (1)
|
|
|
Options Exercisable
|
|
|
Exercise
Price
|
|
|
Number of
Options
|
|
|
Weighted Average
Remaining Life
In Years
|
|
|
Exercisable
Number of
Options
|
|
|
$
|
-
|
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The stock-based compensation
expense related to option grants was $450,000 and $600,000 during the year ended December 31, 2018 and 2017, respectively.
(1) On February
27, 2019, Donald Steinberg and Charles Larsen cancelled previously issued options to purchase an aggregate of 1,000,000,000 shares
at an average exercise price of $0.0005 per share,
representing
100% of all previously issued option.
(See Subsequent
Events, Note 15).
Warrants
The following table summarizes the stock warrant
activity for the two years ended December 31, 2018:
|
|
|
Shares
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted Average
Remaining
Contractual Term
|
|
|
Aggregate
Intrinsic Value
|
|
|
Outstanding at January 1, 2017
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
$
|
-
|
|
|
Granted
|
|
|
109,653,846
|
|
|
|
0.039
|
|
|
|
5.00
|
|
|
-
|
|
|
Forfeitures or expirations
|
|
|
(10,000,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
50,846,817
|
|
|
|
0.037
|
|
|
|
4.67
|
|
|
|
52,000
|
|
|
Exercised
|
|
|
(39,633,846
|
)
|
|
|
0.040
|
|
|
|
4.26
|
|
|
|
|
|
|
Forfeitures or expirations
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2018
|
|
|
110,846,817
|
|
|
$
|
0.039
|
|
|
|
4.18
|
|
|
$
|
52,000
|
|
|
Exercisable at December 31, 2018
|
|
|
110,846,817
|
|
|
$
|
0.039
|
|
|
|
4.18
|
|
|
$
|
52,000
|
|
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The aggregate intrinsic value in the preceding
tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s
stock price of $0.0203 as of December 31, 2018, which would have been received by the warrant holders had those option holders
exercised their warrants as of that date.
The following table presents information related to warrants at
December 31, 2017:
|
Warrants Outstanding
|
|
|
Warrants Exercisable
|
|
|
Exercise
Price
|
|
|
Number of
Warrants
|
|
|
Weighted Average
Remaining Life
In Years
|
|
|
Exercisable
Number of
Warrants
|
|
|
$
|
0.04
|
|
|
|
99,653,846
|
|
|
4.18
|
|
|
|
99,953,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In connection with the issuance of convertible
notes payable, the Company issued an aggregate of 109,653,846 warrants to purchase the Company’s common stock from $0.025
to $0.04, vesting immediately and expiring 5 years from the date of issuance. (See Note 8)
NOTE 11 — FAIR VALUE MEASUREMENT
The Company adopted the provisions of Accounting
Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines
fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact
and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer
restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels
of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets
for identical assets or liabilities.
Level 2 – Observable inputs other than
Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived
principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs to the
valuation methodology that are significant to the measurement of fair value of assets or liabilities.
All items required to be recorded or measured
on a recurring basis are based upon level 3 inputs.
To the extent that valuation is based on models
or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain
cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure
purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on
the lowest level input that is significant to the fair value measurement.
Upon adoption of ASC 825-10, there was no cumulative
effect adjustment to beginning retained earnings and no impact on the financial statements.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The carrying value of the Company’s cash
and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other
current assets and liabilities approximate fair value because of their short-term maturity.
As of December 31, 2018, and 2017, the
Company did not have any items that would be classified as level 1 or 2 disclosures.
The Company recognizes its derivative liabilities
as level 3 and values its derivatives using the methods discussed in note 6. While the Company believes that its valuation methods
are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions
to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting
date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes 4 and 5 are
that of volatility and market price of the underlying common stock of the Company.
As of December 31, 2018, and 2017, the
Company did not have any derivative instruments that were designated as hedges.
The combined derivative and warrant liability
as of December 31, 2018 and 2017, in the amounts of $2,256,631 and $7,793,732, respectively, have a level 3 classification.
The following table provides a summary of changes
in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2018:
|
|
|
Warrant
Liability
|
|
Debt
Derivative
|
|
Balance, January 1, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Initial fair value of debt derivative at note issuance
|
|
|
—
|
|
|
|
3,383,913
|
|
|
Initial fair value of warrant liability at issuance
|
|
|
3,407,900
|
|
|
|
|
|
|
Mark-to-market at December 31, 2017
|
|
|
2,731,734
|
|
|
|
1,073,729
|
|
|
Transfers out of Level 3 upon conversion or payoff of notes payable
|
|
|
(279,999)
|
|
|
|
(1,826,267)
|
|
|
Balance, December 31, 2017
|
|
$
|
5,859,635
|
|
|
$
|
2,631,375
|
|
|
Total (gains) losses
|
|
|
|
|
|
|
|
|
|
Initial fair value of debt derivative at note issuance
|
|
|
—
|
|
|
|
4,403,740
|
|
|
Mark-to-market at December 31, 2018:
|
|
|
—
|
|
|
|
(1,333,636
|
)
|
|
Transfers out of Level 3 upon conversion or payoff of notes payable or cancellation of warrant
|
|
|
(5,859,635
|
)
|
|
|
(3,368,855
|
)
|
|
Balance, December 31, 2018
|
|
$
|
—
|
|
|
$
|
2,332,624
|
|
|
Net gain for the period included in earnings relating to the liabilities held during the period ended December 31, 2018
|
|
$
|
—
|
|
|
$
|
1,333,636
|
|
Fluctuations in the Company’s stock price
are a primary driver for the changes in the derivative valuations during each reporting period. During the period ended December
31, 2018, the Company’s stock price increased significantly from initial valuations. As the stock price increases for each
of the related derivative instruments, the value to the holder of the instrument generally increases. Stock price is one of the
significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments.
As described in Notes 7 and 8, the Company
issued convertible notes and warrants that contained conversion features and a reset provisions. The accounting treatment of derivative
financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value
as of each subsequent reporting date.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 12 — RELATED PARTY TRANSACTIONS
The Company’s current officers and stockholders
advanced funds to the Company for travel related and working capital purposes. As of December 31, 2018, and 2017, there were no
related party advances outstanding.
As of December 31, 2018, and 2017, accrued
compensation due officers and executives included as accrued compensation was $454,316 and $0, respectively.
In 2017 and 2016, the Company issued for accrued
compensation and subsequently converted to common stock an aggregate of $195,000 and $357,500 notes payable.
In 2016, the Company issued for incurred expenses
and subsequently converted to common stock an aggregate of $93,142 convertible notes payable. In connection with the settlement,
the Company incurred a $59,272 loss on settlement of debt
At December 31, 2018 and 2017, there were an
aggregate of $287,140 and $542,573, respectively, notes payable due to officers. The notes are at 5% per annum and non-interest
bearing, respectively, and are due on demand.
On August 31, 2017, the Company entered into
a joint venture agreement with Global Hemp Group, Inc., a Canadian corporation. Global Hemp Group, Inc. is a related party insofar
as its 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.
On May 8, 2018, the Company entered into
a joint venture with Global Hemp Group, Inc., a Canadian corporation, and TTO Enterprises, Ltd., an Oregon corporation. 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. Global Hemp Group, Inc. is a related party insofar as its 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.
For the years ended December 31, 2018 and 2017,
the Company had sales to related parties of $11,683 and $0, respectively.
NOTE 13 — COMMITMENTS AND CONTINGENCIES
Employment contracts
Effective January 1, 2016, the Company entered
into employment contracts with Donald Steinberg (Chief Executive Officer), Charles Larsen (Director), respectively. Effective September
1, 2018, engaged Jesus Quintero (Chief Financial Officer) for annual compensation of $36,000. The contracts are for a one year
term with automatic renewal. For each fiscal year, the officers are eligible to receive an annual bonus based on the sole and absolute
discretion of the board of directors. In addition, during the employment term, the officers are eligible to participate in the
Marijuana Company of America, Inc. Equity Incentive Plan, as determined by the board of board of directors and any fringe benefits
and perquisites consistent with the practices of the Company and to the extent the Company provides similar benefits or perquisites
(or both) to similarly situated executives of the Company during employment term.
The employment contracts can be
terminated by either the Company or the officer at any time for any reason with at least a 30-day notice. Should termination
occur by the Company without cause and subject to certain limitations (as defined); the officer is entitled to one year base
pay and target bonus for the year in which termination occurs, as a lump sum payment 30 days following termination. In
addition, subject to the Marijuana Company of America, Inc. Equity Incentive Plan or any successor Plan, all previously
granted and outstanding equity based compensation awards shall become fully vested and exercisable for their remaining terms
(subject to limitations).
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
Operating lease
On June 16, 2017, the Company entered into
a lease agreement, whereby the Company leased for office space in Escondido, California, commencing July 1, 2017 and expiring on
June 30, 2019 at a base monthly lease rate of $1,974 per month.
Future minimum lease payments under these three
agreements are as follows:
|
Year Ending December 31,
|
|
|
|
|
2018
|
|
|
$
|
21,986
|
|
|
|
2019
|
|
|
|
11,843
|
|
|
|
|
|
|
$
|
33,829
|
|
Litigation
The Company
is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although
occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not
have a material adverse effect on its financial position, results of operations or liquidity.
On
June 25, 2018, DTTO Funding filed a complaint against the Company for breach of contract related to the Company’s April 20,
2017 convertible promissory note in which DTTO lent the Company $111,111. Principal and interest in the note were, at the election
of DTTO, convertible into common shares of the Company. On November 30, 2017, DTTO notified the Company of an election to convert
a portion of the note to common shares, but the Company failed to process the conversion. The Company failed to repay principal
and interest otherwise due on the maturity date of April 20, 2018. DTTO’s action sought damages against the Company including
principal, default interest, liquidated damages, attorney fees and costs in an amount with an alleged present cash value of $1,787,981.10.
The Company
filed an answer to the complaint. Thereafter, the Company entered into settlement negotiations with DTTO. In its review of the
complaint, the Company determined (i) it had no money to pay damages under the note including principal, interest, liquidated damages,
penalties and costs; (ii) it could not fund its litigation related expenses in Texas; (iii) it may be exposed to potential additional
attorney fees and costs in the event the Company loses the litigated case; (iv) there was a benefit to obtaining a quick resolution
of the litigated case; and, (v) litigating the case would require a significant commitment of personal time and costs for the Company’s
affiliates, directors and officers, taking them away from the business of the Company. The Company’s negotiations led to
a proposed stipulation for settlement, a court order and joint motion for entry of judgment based on the negotiated settlement.
The Company reviewed the terms and determined the total number of shares issuable under the proposed stipulation were reasonable
in light of the above noted reasons. the Company, in an exercise of prudent business judgment, determined that entry into the stipulated
judgment was reasonable and in the best interests of the shareholders, because settlement would terminate the litigation, allowing
the Company to avoid accrual of additional damages under the note recoverable by Plaintiff including interest, liquidated damages,
penalties and costs; and, entry into the proposed Stipulation will also end the Company’s obligations to pay for its own
legal counsel fees and related litigation fees, which it could afford. On September 4, 2018, after noticed motion, Judge Sam A.
Lindsay granted the joint motion and adopted the stipulation to settle the case as the order of the Court. As a result, pursuant
to Section 3(a)(10) and the Court’s order, the Company issued 57,676,810 common stock shares in settlement of the litigation
with prejudice for at a total value of $1,701,466 and thus eliminating the contingent liability.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 14 – INCOME TAXES
At December 31, 2018, the Company has available
for federal income tax purposes a net operating loss carry forward of approximately $53,983,895, expiring in the year 2038, that
may be used to offset future taxable income, but could be limited under Section 382. The Company has provided a valuation reserve
against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history
of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the
Company's ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining
valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential
tax benefits.
We have adopted the provisions of ASC 740-10-25,
which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in
income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized
in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities.
Tax position that meet the more likely than
not threshold is then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater
than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income
tax returns that were considered to be uncertain.
We file income tax returns in the U.S.
and in the state of California and Utah with varying statutes of limitations.
The Company is required to file income tax
returns in the U.S. Federal jurisdiction and in California. The Company is no longer subject to income tax examinations by tax
authorities for tax years ending before December 31, 2013.
The Company’s deferred taxes as of December
31, 2018 and 2017 consist of the following:
|
|
|
2018
|
|
2017
|
|
Non-Current deferred tax asset:
|
|
|
|
|
|
|
|
|
|
Net operating loss carry-forwards
|
|
$
|
53,983,895
|
|
|
$
|
41,560,772
|
|
|
Valuation allowance
|
|
|
(53,983,895
|
)
|
|
|
(41,560,772
|
)
|
|
Net non-current deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
NOTE 15 – SUBSEQUENT EVENTS
On February 27, 2019, Charles Larsen resigned
as a director of the Company.
On February 27, 2019, Donald Steinberg and
Charles Larsen canceled all 1,000,000,000 stock options previously issued to them by the Company, representing 100% of
all previously issued options..
Natural Plant Extract of California,
Inc.
In early March, 2018, our consultant, Mr.
Robert Hymers, a minority owner of Natural Plant Extract of California, Inc. (“NPE”) informally communicated with
our affiliates concerning the possible business opportunities between us and NPE. As informal discussions continued, the general
terms and scope of a non-binding letter of intent were discussed between us and NPE. On March 18, 2019, our board reviewed, authorized
and executed a resolution approving the entry into a non-binding letter of intent with NPE. The letter of intent only set forward
a framework for due diligence between us and NPE. The letter of intent was not an offer or material commitment by us, and was
completely contingent upon us and NPE entering into a separate formal material definitive agreement.
MARIJUANA COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018
The letter of intent proposed a joint venture
between us and Northern Lights Distribution, LLC, a California limited liability company (“Northern Lights”) and wholly
owned subsidiary of NPE. The joint venture was prospectively to be incorporated in California under the name “Viva Buds,”
whose business to include the utilization of Northern Lights California cannabis licenses to produce and deliver cannabis products
in California under the brand name “Viva Buds.” The terms of the letter of intent proposed that profits from the Viva
Buds project would be split evenly between us and Northern Lights. Northern Lights agreed to provide management services regarding
delivery and fulfillment of products, and contribute product and inventory. We agreed to provide marketing services and front end
client relationship services using our affiliate marketing system and support staff.
From March 18 to April 10-15, 2019, we reviewed
the corporate documents, by laws, articles of incorporation, license status, of NPE. We held internal discussions asking questions
and receiving answers. We reviewed documents with our accountant and lawyer. After due consideration during this period, a draft
material definitive agreement was prepared, circulated and discussed by our board. Based on our interests in developing and expanding
our business to operations into the legal cannabis space in the state of California, our board met, reviewed the draft material
definitive agreement, and approved it, authorizing its execution along with the ancillary transaction documents, including the
joint venture agreement and stock purchase agreement on April 15, 2019. These documents provided for consideration including NPE’s
commitment to sell us a 20% ownership in Natural Plant in exchange for two million dollars and our agreement to issue to NPE one
million dollars’ worth of our unregistered and restricted common stock.
On March
19, 2019, we launched our sales efforts for our hempSMART
™ products in the United Kingdom (“UK”) through
our affiliate marketing program. The UK’s Medicines and Healthcare Products Regulatory Agency (MHRA), regulates wellness
products containing CBD derived from hemp and generally prohibits the sale of such products in the UK with a THC content greater
that 0.2 percent. Based on our latest laboratory results, our hempSMART™ products contain less than 0.2 percent THC and are
actually closer to 0 percent.