Withdrawal of Registration Statement (rw)
September 21 2020 - 4:52PM
Edgar (US Regulatory)
Marijuana Company of America, Inc.
1340 West Valley Parkway, Suite #205
Escondido, California 92029
September 21, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance, Office of
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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Marijuana Company of America, Inc.
Request for Withdrawal of Registration Statement on Form
S-1
File No. 333-248631
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Ladies and Gentlemen:
On September 4, 2020, Marijuana Company of America, Inc. (the
“Company”) initially filed Registration Statement No. 333-248631 on Form S-1 (together with the exhibits
and amendments thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).
The Registration Statement was declared effective by the Commission on September 16, 2020, and no securities have been sold pursuant
to the Registration Statement.
Pursuant to Rule 477 under the Securities Act of
1933, as amended (the “Securities Act”), the Company hereby requests that the Commission consent to the withdrawal
of the Registration Statement effective as of the date hereof. Pursuant to Rule 477(b), the Company understands that this request
for withdrawal of the Registration Statement will be deemed granted as of the date hereof unless the Company receives notice from
the Commission within 15 days of the date hereof that such request will not be granted.
The Company is seeking withdrawal of the Registration Statement
due to unfavorable market conditions at this time. The Registration Statement has been declared effective by the Commission and
no securities have been issued or sold under the Registration Statement. Based on the foregoing, the Company submits that the withdrawal
of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule
477(a).
The Company acknowledges that no refund will be made for fees
paid to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule 457(p) under
the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration
Statement be credited for future use.
Accordingly, we request that the Commission issue an order
granting the withdrawal of the Registration Statement (“Order”) effective as of the date hereof or at
the earliest practicable date hereafter. Please provide a copy of the Order to Alan T. Hawkins, Esq. of Independent Law PLLC, via
email at ahawkins@independent.law.
The Company also advises the Commission pursuant to Rule 477(c)
of the Securities Act that it may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.
Should you have any questions regarding this request for withdrawal,
please contact Alan T. Hawkins of Independent Law PLLC by telephone at (352) 353-4048.
Very truly yours,
/s/ Jesus M. Quintero
Jesus M. Quintero
Chief Financial Officer
cc:
Alan T. Hawkins, Esq.
Independent Law PLLC
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