SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549  

 

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): November 6, 2017

     

 
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

87-0406858

(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)

(Former Name or Former Address, if Changed Since Last Report)

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))

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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 1 - Registrant’s Business and Operations

Item 1.01 Amendment of a Material Definitive Agreement.

(a)(1) On November 6, 2017, Marijuana Company of America, Inc. (the “Registrant”) amended a material definitive agreement not made in the ordinary course of its business. The parties to the agreement are the Registrant and Bougainville Ventures, Inc. (“Bougainville”). With the exception of the entry into the subject amendment to the material definitive agreement, no material relationship exists between the Registrant, or any of the Registrant’s affiliates or control persons on the one hand, and Bougainville, and any of its affiliates or control persons on the other hand.

(a)(2) On March 16, 2017, the Registrant and Bougainville entered into a Joint Venture Agreement (“Agreement”). The Agreement required the Registrant to raise funds for the Joint Venture Project in the amount of not less than one million dollars ($1,000,000). Pursuant to Section 12.9 of the Agreement, the Registrant and Bougainville entered into a written amendment of the Agreement which changed the Registrant’s funding obligation from one million dollars ($1,000,000) to eight hundred thousand dollars ($800,000), and separately required the Registrant to issue to Bougainville or its designee fifteen million (15,000,000) shares of its restricted common stock pursuant to the Reg. D exemption from registration pursuant to the 1933 Securities and Exchange Act.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit Index:

Exhibit Number   Description  
10.1   Amendment Agreement  

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 November 8, 2017

 

MARIJUANA COMPANY OF AMERICA, INC.

 

By: /s/ Donald Steinberg

Donald Steinberg

Chief Executive Officer

(Principal Executive Officer)

 

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AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT

BETWEEN MARIJUANA COMPANY OF AMERICA, INC. &

BOUGAINVILLE VENTURES, INC.

 

This first Amendment to the Joint Venture Agreement (“Amendment”) between Marijuana Company of America, Inc. (“MCOA”) and Bougainville Ventures, Inc. (BV”) is made and entered into and effective as of November 6, 2017.

 

RECITALS

 

WHEREAS, on March 16, 2017, Marijuana Company of America, Inc. (“MCOA”) and Bougainville Ventures, Inc. (“BV”) (collectively, the “Parties”), entered into a Joint Venture Agreement (“Agreement”). Section 12.9 of the Agreement provided that, in order to affect a modification or amendment of the Agreement, a signed writing must be executed by both Parties;

 

WHEREAS, the Agreement provided an obligation on the part of MCOA to raise funds for the Joint Venture Project in the amount of not less than one million dollars ($1,000,000) USD (the “MCOA Background Property”);

 

WHEREAS, to date, MCOA raised three hundred and seventy-five thousand dollars ($375,000) comprising the MCOA Background Property under the Agreement;

 

WHEREAS, the Parties deem it to be in their mutual best interests to amend the Agreement as follows, leaving the remainder of the Agreement unchanged and in full force and effect.

 

Now, therefore, in consideration for the mutual promises and covenants contained herein, the sufficiency and value of which is hereby acknowledged, the Parties agree to amend the Agreement as follows:

 

Section 1. Amendment.

 

A. All references to MCOA’s commitment to raise one million dollars ($1,000,000) USD as the MCOA Background Property and in the funding schedule, shall be stricken and replaced with eight hundred thousand dollars ($800,000) USD. Further, MCOA shall be obligated to issue to BV or its designees fifteen million (15,000,000) shares of its restricted common stock.

 

B. The following shall be included in the definition of MCOA Background Property: MCOA shall also issue to BV or its designees, fifteen million (15,000,000) restricted common shares in MCOA.

 

C. The amendment thus shall read:

 

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a. “"MCOA Background Property" means (i) MCOA’s commitment to raise funds for the Joint Venture Project in the amount of not less than eight hundred thousand dollars ($800,000) USD based upon the Funding Schedule included as Schedule 5, and separately issue to BV or its designees, fifteen million (15,000,000) shares of MCOA restricted common stock, pursuant to an exemption from registration provided in Reg. D of the 1933 Securities and Exchange Act; and, (ii) Information controlled by MCOA that (a) was made, invented, developed, created, conceived, reduced to practice or have a filing date before the Effective Date and relate primarily to MCOA’S established brands and systems for the representation of Marijuana 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 Marijuana industry. MCOA’S Background Property is listed in Schedule 7 as it may be amended by the parties from time to time.”

 

Section 2. Miscellaneous.

 

A. Defined Terms. Any capitalized terms not defined in this Amendment shall have the same meaning as used in the Agreement.

 

B. Interpretation. The Parties acknowledge and agree that this Amendment shall not be construed or interpreted against any single party on the grounds of sole or primary authorship. The Parties acknowledge that they have had the opportunity to consult with, and receive legal, accounting and other advice by attorneys, accountants and other professionals of their choosing prior to entering into this Amendment.

 

C. Counterparts. This Amendment may be executed in counter-parts and/or by facsimile or email, each of which shall be an original, but all of which shall together constitute one document.

 

D. Conflict. In the event of a conflict between the Agreement and the terms of this Amendment, this Amendment shall control.

 

E. Affirmation of Agreement. Except as otherwise set forth in the Amendment, the Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed on the date first written above.

 

BOUGAINVILLE VENTURES, INC.

 

 

By: _____________________________

 

Printed Name: ___________________________

Its: ____________________________________

 

 

MARIJUANA COMPANY OF AMERICA, INC.

 

 

By: _____________________________

 

Printed Name: DONALD STEINBERG

Its: President, Chief Executive Officer

 

 

 

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