UNITED STATES

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): ~~September~~November 1429, 2022 (~~September~~November 1222, 2022)

MARIJUANA COMPANY OF AMERICA, INC.

(Exact Name of Registrant as Specified in Charter)

Utah	000-27039	98-1246221
(State or jurisdiction of	(Commission File	(IRS Employer
incorporation or organization)	Number)	Identification No.)

633 W. 5th Street, Suite 2826

Los Angeles, California ,90071

Telephone: (888) 777-4362

(Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)

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 communication 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)).

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☒

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MCOA		None

~~CAUTIONARY~~Section ~~STATEMENT~~4 ~~REGARDING FORWARD~~-~~LOOKING~~ ~~STATEMENTS~~Matters Related to Accountants and Financial Statements

~~Unless~~Item otherwise provided in this Current Report on Form 8-K, all references to “we,” “us,” “Company,” “our,” “Marijuana Company of America,” “MCOA,” or the “Registrant” refer to the parent entity, Marijuana Company of America, Inc4.,01 ~~a Utah~~Changes ~~corporation. Unless otherwise indicated~~ in ~~this Current Report on Form 8-K, all references to the Company~~Registrant’s ~~board~~Certifying ~~of directors shall refer to the board of directors of Marijuana Company of America, Inc~~Accountant.~~, a Utah corporation.~~

~~Item~~On 5November 22, 2022, L&L CPAs, PA, the principal accountant engaged to audit the registrant's financial statements, resigned its position.~~02.~~ ~~Departure~~L&L CPAs, PA report on the registrant's financial statements for the previous two years, did not contain an adverse opinion or a disclaimer of ~~Directors~~opinion, or ~~Certain~~was ~~Officers;~~qualified ~~Election~~or modified as to uncertainty, audit scope, or accounting principles. The registrant's board of ~~Directors;~~directors ~~Appointment~~took no part in L&L CPAs, PA decision to resign. During the registrant's two previous fiscal years and any subsequent interim period preceding such resignation, there were no disagreements with L&L CPAs, PA on any matter of ~~Certain~~accounting ~~Officers;~~principles ~~Compensatory~~or ~~Arrangements~~practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of ~~Certain~~L&L ~~Officers~~CPAs, PA, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

~~On September~~The ~~12,~~registrant ~~2022,~~provided athe ~~majority~~disclosures ofin ~~the~~this ~~stockholders~~Form 8-K ~~eligible~~ to ~~vote~~L&L ofCPAs, ~~Marijuana~~PA ~~Company~~for ~~of America~~review, ~~Inc.~~and ~~(the~~requested ~~“Company”)~~L&L CPAs, by ~~written~~PA ~~consent pursuant~~ to ~~Utah~~provide ~~statute,~~a ~~approved~~letter ~~Amendment~~addressed ~~No. 1~~ to the ~~Company’s~~Commission ~~2017~~indicating ~~Equity~~whether it ~~Incentive~~agrees ~~Plan~~with (the ~~“2017 Equity Plan Amendment”)~~disclosures. ~~The~~Attached ~~2017~~as ~~Equity~~an ~~Plan~~exhibit ~~Amendment~~is ~~had~~L&L ~~previously been approved by the Company’s Board of Directors (the “Board”)~~CPAs, ~~subject~~PA ~~to stockholder approval~~letter. ~~It became effective as of September 14, 2022.~~

The 2017 Equity Plan Amendment increases the authorized common shares available for issuance from 500,000,000 to 3,000,000,000, and makes no other material modifications. The full text of the 2017 Equity Plan Amendment attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 12, 2022, the Company’s 2017 Equity Plan Amendment was approved by a majority of the Company’s stockholders eligible to vote, by written consent pursuant to Utah statute. The 2017 Equity Incentive Plan Amendment had previously been approved by the Board of Directors subject to stockholder approval. It became effective as of September 14, 2022. The full text of the 2017 Equity Plan Amendment attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
10.1	2017 Equity Incentive Plan Amendment
16.1	Letter from L&L CPAs, PA dated November 29, 2022, regarding its resignation and the disclosures on this Form 8-K.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARIJUANA COMPANY OF AMERICA, INC.
	By: /s/ Jesus M. Quintero
Date: September 14, 2022	Name: Jesus M. Quintero Title: Chief Executive Officer
Date: November 29, 2022	Name: Jesus M. Quintero Title: Chief Executive Officer

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