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MARIJUANA COMPANY OF AMERICA, INC.

(MCOA)
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MARIJUANA CO OF AMERICA, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

03/02/2021 | 04:46pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

On February 26, 2021, Marijuana Company of America, Inc. (the "Company") entered into a Share Exchange Agreement with Eco Innovation Group, Inc., a Nevada corporation quoted on OTC Markets Pink ("ECOX") dated February 26, 2021, to acquire the number of shares of ECOX's common stock, par value $0.001, equal in value to $650,000 based on the per-share price of $0.06, in exchange for the number of shares of Company common stock, par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective date (the "Share Exchange Agreement"). For both parties, the Share Exchange Agreement contains a "true-up" provision requiring the issuance of additional common stock in the event that a decline in the market value of either parties' common stock should cause the aggregate value of the stock acquired pursuant to the Share Exchange Agreement to fall below $650,000.

Complementary to the Share Exchange Agreement, the Company and ECOX entered into a Lock-Up Agreement dated February 26, 2021 (the "Lock-Up Agreement"), providing that the shares of common stock acquired pursuant to the Share Exchange Agreement shall be subject to a lock-up period preventing its sale for a period of 12 months following issuance and limiting the subsequent sale to aggregate maximum sale value of $20,000 per week, or $80,000 per month.

The foregoing description of the Share Exchange Agreement and the Lock-Up Agreement is qualified in its entirety by reference to the Share Exchange Agreement and the Lock-Up Agreement, copies of which are filed as exhibits hereto.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 26, 2021, the Share Exchange Agreement was consummated. The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

As disclosed under Item 1.01 of this Current Report on Form 8-K, pursuant to the Share Exchange Agreement, on March 1, 2020, the Company authorized the issuance of the number of shares of Company common stock, par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective date of the Share Exchange Agreement, in exchange for the number of shares of ECOX common stock, par value $0.001, equal in value to $650,000 based on the per-share price of $0.06, subject to the conditions set forth in the Share Exchange Agreement.

On February 24, 2021, the closing price of the Company's common stock was $0.0155, so that the number of shares of Company common stock issuable to ECOX under the Share Exchange Agreement is 41,935,484. As a result of the transactions pursuant to the Share Exchange Agreement, the Company will have 4,179,073,945 shares of common stock outstanding, with the shares issued to ECOX pursuant to the Share Exchange Agreement representing 1.00% of the Company's outstanding shares.

The Company issued the above shares of its common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.




Exhibit  Description
10.1       Share Exchange Agreement, dated February 26, 2021, by and between the
         Company and Eco Innovation Group, Inc. *
10.2       Lock-Up Agreement, dated February 26, 2021, by and between the Company
         and Eco Innovation Group, Inc. *



* Filed Herewith

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Financials (USD)
Sales 2020 0,28 M - -
Net income 2020 -12,1 M - -
Net Debt 2020 1,20 M - -
P/E ratio 2020 -0,33x
Yield 2020 -
Capitalization 31,7 M 31,7 M -
EV / Sales 2019 12,3x
EV / Sales 2020 50,5x
Nbr of Employees 4
Free-Float 99,2%
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Managers and Directors
NameTitle
Jesus M. Quintero Chairman, Chief Executive Officer, CFO & Treasurer
Edward F. Manolos Independent Director
Tad Mailander Independent Director
Marco Guerrero Director
Glen Bonilla Manager-Sales & Brand
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