The enclosed Information Statement
is being distributed to the holders of record of common stock, par value $0.001 per share (“Common Stock”), of Marijuana
Company of America, Inc., a Utah corporation (the “Company” or “we”) as of the close of business on July
1, 2019 (the “Mailing Record Date”) under Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The purpose of the enclosed Information Statement is to inform our stockholders of action taken by written consent
by the holders of a majority of our outstanding voting stock pursuant to Title 16 Chapter 6 Section 16-10a-702 of the Revised Utah
Business Corporations Act and Article II, Section 3 of the Company’s By-Laws. No meeting of the stockholders was called
or is required. The enclosed Information Statement shall be considered the notice required under Article II, Section 5 of the
Company’s By-Laws, and Title 16 Chapter 6, Section 16-10a-704 of the Revised Utah Business Corporations Act. The following
actions were authorized, by written consent, by holders of a majority of our outstanding voting stock on July 1, 2019, (the “Written
The Written Consent constitutes the
only stockholder approval required under the Revised Utah Business Corporations Act, our Certificate of Incorporation and Bylaws
to approve the Certificate of
Amendment. No consents or proxies are being
requested from stockholders, and our Board of Directors is not soliciting your consent or your proxy in connection with these actions.
No meeting of the stockholders was called or is required. Pursuant to Rule 14c-2 under the Exchange Act, the Certificate
of Amendment, as approved in the Written Consent, will not become effective until completion of regulatory review by FINRA and
the SEC, filing of the Certificate of Amendment with the Utah Secretary of State, and 20 days after the mailing of the enclosed
Information Statement to our stockholders entitled to receive notice thereof. The market effective date of the reverse split may
be delayed thereby. Accordingly, the Company will advise and update stockholders in press releases and on Form 8-K.
WE ARE NOT ASKING YOU FOR A CONSENT OR
YOU ARE REQUESTED NOT TO SEND US A CONSENT
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED
THIS IS NOT A NOTICE OF A MEETING OR
SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING OR SPECIAL MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR COMMON STOCK. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT
TO THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT.
This Information Statement advises stockholders of Marijuana Company
of America, Inc. (the “Company“) of:
an amendment to the Company’s Certificate of Incorporation (the “Certificate
of Amendment”) to: (i) approve a reverse stock split of the Company’s outstanding Common Stock, $0.001 par value; 5,000,000,000
shares authorized; 2,848,877,470 shares issued and outstanding as a record date of July 1, 2019, at a ratio of 1-for-60. The Company’s
Preferred Stock Preferred stock is not affected by this corporate action.
Our Board of Directors approved the
Certificate of Amendment on July 1, 2019 (the Certificate of Amendment is referred to herein as the “Amendment”)
and approved close of markets on July 1, 2019 as the record date for determining shareholders eligible to vote to approve the
Amendment (the “Voting Record Date”). The Amendment was subsequently approved, by written consent, by
stockholders holding a majority of our outstanding voting Common Stock on the Voting Record Date (the “Written
Consent”). A copy of the substantive text of the Certificate of Amendment is attached to this Information Statement as
The Certificate of Amendment will
only become effective after completion of regulatory review by FINRA and the SEC, filing the Certificate of Amendment with the
Utah Secretary of State, and 20 days after the mailing of the enclosed Information Statement to our stockholders entitled to receive
notice thereof. The market effective date of the reverse split may be delayed thereby. Accordingly, the Company will advise and
update stockholders in press releases and on Form 8-K.
AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under the Revised Utah Business Corporations
Act and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than the minimum number
of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted consent to such action in writing. As the holders of the Company’s Common Stock are entitled to vote on such matters,
approval of the Amendment required the approval of a majority of the Company’s outstanding voting rights. As of July 1, 2019,
the Company had 2,848,877,470 shares of common stock issued and outstanding with the holders thereof being entitled to cast one
vote per share. Holders of the Company’s Class A Preferred Stock were entitled to a voting preference of 100 common voting
shares for each Preferred Share owned. On the Voting Record Date, Mr. Donald Steinberg and Mr. Charles Larsen each owned 5,000,000
Class “A” Preferred Shares respectively. The written consent was executed by Mr. Donald Steinberg, the beneficial owner
of 523,123,893 common voting shares and 500,000,000 Preferred Voting Shares, equal to 26.58% voting rights; and, Mr. Charles Larsen:
421,443,644 common shares and 500,000,000 Preferred Voting Shares eligible to vote equal to 23.94%, who together held 50.52% of
the Company’s outstanding voting stock as of the Voting Record Date.
We have obtained all necessary corporate approvals
in connection with the Amendment. We are not seeking written consents from any other stockholder, and the other stockholders will
not be given an opportunity to vote with respect to the actions described in this Information Statement , as no meeting or special
meeting of the stockholders will be required . This Information Statement is furnished solely for the purposes of advising stockholders
of the action approved by the Written Consent and giving stockholders notice of the Amendment as required by the Revised Utah Business
Corporations Act and the Exchange Act.
As the Amendment was approved by the Written
Consent, there will be no stockholders’ meeting, and representatives of the principal accountants for the current year and
for the most recently completed fiscal year will not have the opportunity to make a statement, if they desire to do so, and will
not be available to respond to appropriate questions from our stockholders.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
The Company’s authorized capital stock
currently consists of a total of 5,000,000,000 shares authorized, $0.001 par value; 2,848,877,470 shares issued and outstanding
as of July 1, 2019, and, 50,000,000 shares Preferred stock, $0.001 par value, authorized, with one Class A preferred stock, $0.001
par value, 10,000,000 shares designated, 10,000,000 shares issued and outstanding as of July 1, 2019.
Holders of the Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of the Company’s stockholders. Holders of Common Stock are
entitled to receive ratably any dividends that may be declared by the Board out of legally available funds, subject to any preferential
dividend rights of any outstanding Preferred Stock. Upon the Company’s liquidation, dissolution or winding up, the holders
of Common Stock are entitled to receive ratably the Company’s net assets available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding Preferred Stock. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common Stock are fully paid and nonassessable. The rights, preferences
and privileges of holders of Common Stock are also subject to, and may be adversely affected by, the rights of holders of shares
of any series of Preferred Stock which the Company may designate and issue in the future without further stockholder approval.
The Board is currently authorized, without
stockholder approval, to issue from time to time up to an aggregate of 50,000,000 shares of Preferred Stock in one or more series
and to fix or alter the designations, preferences, rights, qualifications, limitations or restrictions of the shares of each series,
including the dividend rights, dividend rates, conversion rights, voting rights, term of redemption including sinking fund provisions,
redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series
without further vote or action by the stockholders. The issuance of Preferred Stock may have the effect of delaying, deferring
or preventing a change in control of management without further action by the stockholders and may adversely affect the voting
and other rights of the holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights may adversely
affect the voting power of the holders of Common Stock, including the loss of voting control to others.
The Company currently has one class of
Preferred Stock, designated as “Class “A” Preferred Stock,” with 10,000,000 shares authorized.
Holders of Class “A” Preferred Stock are not eligible for receipt of dividends. The holders of the Class
“A” Preferred Stock shall vote for the election of directors, and shall have full voting rights, except that each
Class “A” Preferred share shall entitle the holder to exercise one hundred (100) votes for each one (1) Class
“A” Preferred Share held. The Class “A” Preferred Stock is not redeemable. Class “A”
Preferred Stock is not convertible into any other class of preferred stock or common stock. The shares of Class
“A” Preferred Stock shall be duly and validly issued, fully paid and non-assessable. The holders of the Class
“A” Preferred Stock shall not have pre-emptive rights with respect to any shares of capital stock of the Company
or any other securities of the Company convertible into Common Stock or rights or options to purchase any such shares.
Vote Obtained – Title 16 Section 10a-704
of the Revised Utah Business Corporations Act
Section 16-10a-704 of the Revised Utah Business
Corporations Act provides that any action which may be taken at any annual or special meeting of shareholders may be taken without
a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote thereon were present and voted.
To eliminate the costs and management time
involved in soliciting and obtaining proxies to approve the Actions and to effectuate the Actions as early as possible to accomplish
the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize, and did in fact obtain,
the written consent of the holders of a majority of the voting power of the Company. The consenting shareholders, and their respective
approximate ownership percentage of the voting stock of the Company, both common and preferred, as of the Voting Record Date, which
total in the aggregate 50.52% of the outstanding voting stock, are as follows: Donald Steinberg: 26.58% voting rights; and, Charles
This Information Statement is being distributed
pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
to the Company’s stockholders on the Record Date. The corporate action described herein will be effective after approval
by FINRA and the SEC, the filing of the Certificate of Amendment with the Utah Secretary of State, and 20 days after the mailing
of this Information Statement to our stockholders entitled to receive notice thereof. The market effective date of the reverse
split may be delayed thereby. Accordingly, the Company will advise and update stockholders in press releases and on Form 8-K.
The entire cost of furnishing this Information
Statement will be borne by the Company.
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
Reverse Stock Split
On July 1, 2019, the Board of Directors of
the Company approved, declared it advisable and in the Company’s best interest, and directed that there be submitted to the
holders of a majority of the Company’s common stock for approval, the prospective amendment to the Company’s Articles
of Incorporation to effect a 1-for-60 reverse split of the Company’s Common Stock (the “Reverse Stock Split”).
On July 1, 2019, stockholders of the Company owning a majority of the Company’s outstanding voting stock (the “Majority
Stockholders”) approved the Reverse Stock Split by written consent.
Effects of Reverse Split
The corporate action provides for the combination
of our presently issued and outstanding shares of Common Stock into a smaller number of shares of identical Common Stock. This
is known as a “reverse stock split.” Under the proposal, each sixty (60) shares of our presently issued and outstanding
Common Stock as of the close of business on the effective date of the approved director’s resolution will be converted automatically
into one (1) share of our post-reverse stock split Common Stock. We will not issue fractional certificates for post-reverse split
shares in connection with the reverse split. Any shareholder owning a fractional share as a result of the corporate action will
be rounded up to the next whole share.
Each stockholder will hold the same percentage
of our outstanding Common Stock immediately following the reverse stock split as he or she did immediately prior to the reverse
stock split,. The Reverse Split does not change the number of authorized or issued shares of Class “A” Preferred Stock.
Pre-Split Outstanding Shares
Post-Split Outstanding Shares
Reasons for the Reverse Stock Split
The primary purposes of the reverse stock split are to:
Increase the per share price of our Common Stock;
Provide the Company with the flexibility to issue additional shares to facilitate future acquisitions and financings.
The reduction in the number of issued
and outstanding shares of Common Stock to result from the reverse stock split is expected to increase the market price of the
Common Stock to a level above the current market trading price. While the Board believes that the shares of Common Stock will
trade at higher prices than those which have prevailed in the recent past, there can be no assurance that such increase in
the trading price will occur or, if it does occur, that it will equal or exceed the direct arithmetical result of the reverse
stock split because there are numerous factors and contingencies which could affect our market price.
The Company’s Common Stock is currently
quoted on the OTC Market Group, Inc.’s “OTCQB” tier under the symbol “MCOA.” A higher per share price
for the Common Stock may enable the Company to meet minimum bid price criteria for continued listed on the OTC Markets Group, Inc.
OTCQB tier, or initial listing of the Common Stock on a national securities exchange at such time as we implement our future business
plans. Because trading of our Common Stock is conducted in the over-the-counter market, an investor could find it more difficult
to dispose of, or to obtain accurate quotations as to the market value of, the Common Stock. In addition, because the Common Stock
is not listed on a national securities exchange and presently trades at less than $5.00 per share, trading in our Common Stock
is subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by brokers
or dealers in connection with any trades involving a stock defined as a “penny stock.” Because our Common Stock is
presently classified as a “penny stock,” prior to effectuating any transaction in our Common Stock, a broker or dealer
is required to make a suitability determination as to the proposed purchaser of our Common Stock and to receive a written agreement,
meeting certain requirements. The additional burdens imposed upon brokers or dealers by such requirements could discourage brokers
or dealers from effecting transactions in our Common Stock, which could limit the market liquidity of our Common Stock and the
ability of investors to trade our Common Stock.
The Board believes that the Reverse Stock Split
also could result in a broader market for our Common Stock than the current market. Many institutional investors are unwilling
or unable due to investment restrictions to invest in companies whose stock trades at less than $5.00 per share. Many investment
advisors are subject to internal restrictions on their ability to recommend stocks trading at less than $5.00 per share because
of a general presumption that such stocks may be highly speculative. In addition, stocks trading at less than $5.00 per share may
not be marginable under the internal policies of some investment firms. The reverse stock split is anticipated to result in a price
increase for our Common Stock relieving, to some extent, the possible effect of such limitations on the market for our Common Stock.
Additionally, brokerage commissions on the sale of lower priced stocks often represent a higher percentage of the sales price than
commissions on relatively higher priced stocks. The expected increase in trading price may also encourage interest and trading
in our Common Stock and possibly promote greater liquidity for our stockholders. We also believe that the current per share price
of our Common Stock has or may have a negative effect on our ability to use our Common Stock in connection with possible future
transactions such as financings, strategic alliances, acquisitions and other uses not presently determinable. However, there can
be no assurances that the reverse stock split will have the desired consequences.
Effects of the Reverse Stock Split
The reverse stock split will be
effective after approval by FINRA and the SEC, the filing of the Certificate of Amendment with the Utah Secretary of State,
20 days after the mailing of this Information Statement to our stockholders entitled to receive notice thereof. The market
effective date of the reverse split may be delayed thereby. Accordingly, the Company will advise and update stockholders in
press releases and on Form 8-K.
Adoption of the reverse stock split will reduce
the shares of Common Stock outstanding on the record date. The effect of the reverse split upon holders of Common Stock will be
that the total number of shares of our Common Stock held by each stockholder will be automatically converted into the number of
whole shares of Common Stock equal to the number of shares of Common Stock owned immediately prior to the reverse stock split divided
by sixty (60), adjusted for any fractional shares. Each of our stockholders will continue to own shares of Common Stock and will
continue to share in the assets and future growth of the Company as a stockholder. Each stockholder’s percentage ownership
interest in the Company and proportional voting power will change due to adjustments for fractional shares.
Anti-Take Over Effects of the Reverse Stock
The effective decrease in our issued shares,
could potentially be used by management to thwart a take-over attempt, or allow management to remain intact, since after the closing
of the reverse stock split, Messrs. Steinberg and Larsen will constitute major stockholders controlling approximately 96.97 %
of the total number of issued and outstanding voting shares of the Company. The foregoing, when considered with the over-all
effects of the completion of reverse stock split by the Company, might render it more difficult or discourage a merger, tender
offer or proxy contest, or the removal of incumbent management. The proposal could make the accomplishment of a merger or similar
transaction more difficult, even if it may appear beneficial to some shareholders.
Neither the Company’s articles nor its
by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a
series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have
any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
The advantage of the reverse stock split, includes
permitting the Company to pursue financing from investors, acquire assets, and issue shares of common stock in exchange for possible
financing. The main disadvantage to the reverse stock split is that it may have an anti-takeover effect and discourage any potential
mergers or tender offers.
No Dissenters Rights
In connection with the approval of the Reverse
Split, shareholders of the Company will not have a right to dissent and obtain payment for their shares under the Revised Utah
Business Corporations Act, our Articles of Incorporation or Bylaws.
The Reverse Split will not affect the
par value of the Company’s Common Stock. As a result, on the effective date of the Reverse Split approved by the
Company’s Board of Directors, the stated capital on the Company’s balance sheet attributable to Common Stock
would be increased from then current amount by a factor that equals the Reverse Split ratio, and the additional paid-in
capital account would be debited with the amount by which the stated capital is increased. The per share net income or loss
and net book value per share will be increased because there will be less shares issued and outstanding.
Tax Consequences to Common Stockholders
The following discussion sets forth the material
United States federal income tax consequences that the Company’s management believes will apply with respect to the Company
and the shareholders of the Company who are United States holders at the effective time of the Reverse Split. This discussion does
not address the tax consequences of transactions effectuated prior to or after the Reverse Split, including, without limitation,
the tax consequences of the exercise of options, warrants or similar rights to purchase stock. For this purpose, a United States
holder is a shareholder that is: (i) a citizen or resident of the United States, (ii) a domestic corporation, (iii) an estate whose
income is subject to United States federal income tax regardless of its source, or (iv) a trust if a United States court can exercise
primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial
decisions of the trust. This discussion does not describe all of the tax consequences that may be relevant to a holder in light
of his particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions,
insurance companies, tax-exempt organizations, foreign individuals and entities and persons who acquired their Common Stock as
compensation). In addition, this summary is limited to shareholders who hold their Common Stock as capital assets. This discussion
also does not address any tax consequences arising under the laws of any state, local, or foreign jurisdiction. Accordingly, each
shareholder is strongly urged to consult with a tax adviser to determine the particular federal, state, local or foreign income
or other tax consequences to such shareholder related to any Reverse Split.
The Reverse Split is intended to be a tax-free
recapitalization to the Company and its stockholders, except for those stockholders who receive shares of Common Stock in lieu
of a fractional share. Stockholders will not recognize any gain or loss for federal income tax purposes as a result of the Reverse
Split, except for those stockholders receiving shares of Common Stock in lieu of a fractional share (as described herein). The
holding period for shares of Common Stock after the Reverse Split, will include the holding period of shares of Common Stock before
the Reverse Split, provided that such shares of Common Stock are held as a capital asset at the effective time of the Amendment.
The adjusted basis of the shares of Common Stock after the Reverse Split will be the same as the adjusted basis of the shares of
Common Stock before the Reverse Split, excluding the basis of fractional shares. A stockholder who receives shares of Common Stock
in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market value of such
shares over the fair market value of the fractional share to which the stockholder was otherwise entitled.
THIS SUMMARY IS NOT INTENDED AS TAX
ADVICE TO ANY PARTICULAR PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE SHARES OF
COMMON STOCK ARE HELD AS “CAPITAL ASSETS” AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME TAX
CONSEQUENCES TO THE COMPANY’S STOCKHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY
BE SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES,
FOREIGN INDIVIDUALS AND ENTITIES, FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS
ANY CONSEQUENCES OF ANY REVERSE SPLIT UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF ANY
REVERSE SPLIT MAY VARY AS TO EACH STOCKHOLDER DEPENDING ON THE STATE IN WHICH SUCH STOCKHOLDER RESIDES.
AS A RESULT, IT IS THE RESPONSIBILITY OF EACH
STOCKHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE FOLLOWING: (A) THE EFFECT
ON HIS, HER OR ITS TAX SITUATION OF ANY FORWARD SPLIT, INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL
AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION
REQUIRED IN CONNECTION WITH ANY REVERSE SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE RESPONSIBILITY OF EACH STOCKHOLDER
TO PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE, LOCAL, AND, IF APPLICABLE, FOREIGN TAX RETURNS.
Tax Consequences for the Company
The Company should not recognize any gain or loss as a result of
the Reverse Split.
We will not issue fractional certificates for
post-reverse split shares in connection with the reverse split. Any shareholder owning a fractional share as a result of the corporate
action will be rounded up to the next whole share.
Share Certificate Transfer Instructions
The Company anticipates that the reverse split
will become effective after approval by FINRA and the SEC, the filing of the Certificate of Amendment with the Utah Secretary of
State, 20 days after the mailing of this Information Statement to our stockholders entitled to receive notice thereof. Beginning
on the effective date, each certificate representing pre-reverse split shares will be deemed for all corporate purposes to evidence
ownership of post-reverse split shares. The Company will advise stockholders of the effective date in press releases and on Form
Our transfer agent, Pacific Stock
Transfer Company 6725 Via Austi Pkwy, Suite 300, Las Vegas NV 89119, will act as exchange agent for purposes of implementing
the exchange of stock certificates. Holders of pre-reverse split shares may choose to surrender to the exchange agent
certificates representing pre-reverse split shares in exchange for certificates representing post-reverse split shares. Until
a stockholder forwards a completed letter of transmittal, together with certificates representing such stockholder’s
shares of pre-Reverse Split Common Stock to the transfer agent and receives in return a certificate representing shares of
post-Reverse Split Common Stock, such stockholder’s pre-Reverse Split Common Stock shall be deemed equal to the number
of whole shares of post-Reverse Split Common Stock to which such stockholder is entitled as a result of the Reverse
DISTRIBUTION AND COSTS
We will pay the cost of preparing, printing
and distributing this Information Statement. Only one Information Statement will be delivered to multiple stockholders sharing
an address, unless contrary instructions are received from one or more of such stockholders. Upon receipt of a written request
at the address noted above, we will deliver a single copy of this Information Statement and future stockholder communication documents
to any stockholders sharing an address to which multiple copies are now delivered.