Current Report Filing (8-k)
March 06 2020 - 6:04AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 28, 2020
MARIJUANA COMPANY OF AMERICA, INC.
(Exact
Name of Registrant as Specified in its Charter)
Utah
(State or other jurisdiction
of incorporation
or organization)
|
Commission File Number
000-27039
|
98-1246221
(I.R.S. Employer
Identification Number)
|
1340 West Valley Parkway Suite #205
Escondido, California 92029
(Address of Principal Executive Offices
and Zip Code)
(888) 777-4362
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 28, 2020, Edward Manolos
and Themistocles Psomiadis were appointed as independent members to the registrant’s board of directors. There is no
arrangement or understanding between the registrant and Mr. Manolos and Mr. Psomiadis and any other person pursuant to which
each were selected as a director. The registrant does not expect to name Mr. Manolos and Mr. Psomiadis to any board
committees. The registrant and Mr. Manolos and Mr. Psomiadis entered into a written agreement providing compensation of
$5,000 paid quarterly. The registrant has discretion to substitute an issuance of its common stock in lieu of cash payments.
The amount of common stock issuable is determined by the closing price of the registrant’s common stock on the last
trading day of each quarter. The term of the agreements is for a period of one year, terminating on February 28, 2021.
Mr. Edward Manolos
Mr. Edward Manolos opened the very first Medical
Marijuana Dispensary in Los Angeles County in 2004 called CMCA. He is also credited with starting Los Angeles' first Medical Marijuana
farmer's market referred to as "The California Heritage Farmer's Market," which attracted local and international media
attention and was the first of its kind.
Mr. Manolos is also the founder of many successful
companies, such as Everest Biosynthesis Group and Natural Plant Extracts USA (NPE), a leading producer of pharmaceutical grade
CBD that holds the largest market share in the USA. He also Co-founded Ocen Communications Inc. in 1997 (NASDAQ: OCEN), an Asia-focused
internet communications service provider transmitting voice, fax, and data communications for consumers, carriers and corporations.
His diverse entrepreneurial focus led him on to launch the KIWIBERRI Frozen yogurt franchise in 2005. The company is a California-based
frozen yogurt franchised that has opened several locations throughout Los Angeles, Nevada, and Florida.
Mr. Manolos has provided consulting services
to several companies and has helped them obtain marijuana retail and production licenses in California and Washington, including
Cannabis Strategic Ventures (OTC: NUGS). He graduated from the University of California Riverside with a double major in Computer
Science and Business Management.
Mr. Themistocles Psomiadis
Mr. Psomiadis has 25 years
experience as a financial consultant and banker. From 1970 through 2010, Mr. Themistocles Psomiadis worked in the Financial
Sector as Chief Financial Officer of County Trust Company, and from 2005 to 2010, he served with New York Life Securities, where
he was a partner. Since 2009, Mr. Psomiadus has been the Executive Director of Brazilian Investment Group, LLC. He has been an
active investor and consultant in Brazil and Latin America and has assisted international clients in structuring transactions within
the region. Mr. Psomiadus also served as Chief Financial Officer of a midsize public bank in New Jersey.
From June 2011 to September 2012, Mr.
Psomiadus served as consultant to Brazil Interactive Media's Brazilian subsidiary, Esotv, with Brazilian Investment Group, LLC.
Mr. Psomiadus later served as the Chief Executive Officer and Chairman at Brazil Interactive Media, Inc. from March 13, 2013 until
September 22, 2014.
Mr. Psomiadis currently serves as Managing
Director of Dutchess Capital Management, LLC.
Mr. Psomiadis is fluent in Portuguese,
Spanish and Greek. Mr. Psomiadis attended New York University and Quinnipiac University.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and
Exhibits
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated March 5, 2020
MARIJUANA COMPANY OF AMERICA, INC.
By: /s/ Jesus Quintero
Jesus Quintero
(Principal Executive Officer)
Marijuana Company of Ame... (CE) (USOTC:MCOA)
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