Marijuana Company of America Inc. (MCOA)

[cash4]

Consists of up to 485,725,155 shares of common stock to be sold to White Lion Capital, LLC (“White Lion”) under the investment agreement dated June 17, 2020. As of August 31, 2020, the Company had 1,469,221,322 shares of common stock in the public float. The 485,725,155 shares being registered represent approximately 33.1% of the shares in the public float as of August 31, 2020. Assuming all of these shares are sold, the registrant’s total number of issued and outstanding shares of common stock will be 1,986,918,017, calculated on the total number of shares issued and outstanding at August 31, 2020 of 1,501,192,862. The total number of registered shares will then represent 24.4% of the issued and outstanding shares.

(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933.

(3) Based on the price per share of $0.0017 for Marijuana Company of America, Inc.’s common stock on August 31, 2020, as reported by the OTC Markets Group.

That's where, is in the S 1, how would you ask me something like that when is black on white ?