MARIJUANA CO OF AMERICA, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

Item 8.01 Other Events.

On January 10, 2022, the Registrant sold a convertible promissory note (“Note
1”) to Sixth Street Lending, LLC for $43,750.00, less legal fees and a due
diligence fees totaling $3,750, netting the Registrant funds of $40,000. On May
23, 2022, the Registrant pre-paid the Note transferring $57,632 to Sixth Street
Lending, LLC, including the principal of $43,750, daily interest totaling $1,275
and a pre-payment penalty, leaving a balance of $74, which was waived by Sixth
Street Lending, LLC pursuant to the confirmation included as an exhibit.

On November 16, 2021, the Registrant entered into a promissory note (“Note 2”)
with Sixth Street Lending, LLC, in the principal amount of $60,737.50 which,
after deductions for original issue discount of $6,987.50 netted the Registrant
$53,750. The Registrant agreed to repay the Note in monthly payments of
$6,863.34. On July 29, 2022, the Registrant made its final monthly payment and
retired Note 2.

Notes 1 and 2 are completely satisfied. The Registrant owes nothing further
under Notes 1 and 2 to Sixth Street Lending, LLC, or any other entity including,
without limitation Geneva Roth Remark Holdings, Inc., 1800 Diagonal Lending,
LLC, Redstart Holdings Corp, and Power Up Lending Corp., and their respective
successors, assigns, officers, directors, shareholders, attorneys, employees,
agents, independent contractors, affiliates, control persons, administrators,
and any and all persons or business entities acting by and through each of them.

On March 2, 2021, the Registrant issued to Bucktown Capital, LLC (“Bucktown”)
(i) that certain Convertible Promissory Note in the original principal amount of
$422,500.00 (“Bucktown Note #1”); (ii) that certain Convertible Promissory Note
dated March 31, 2022 in the original principal amount of $266,500.00 (“Bucktown
Note #2”); and (iii) that certain Convertible Promissory Note dated May 27, 2022
in the original principal amount of $57,500.00 (“Bucktown Note #3,” and together
with Bucktown Note #1 and Bucktown Note #2, the “Bucktown Notes”).

The Registrant also previously issued to St. George Investments, LLC (“St.
George”), that certain Convertible Promissory Note dated October 6, 2021, in the
original principal amount of $3,492,378.00 (the “St. George Note,” and together
with the Bucktown Notes, the “Notes”).

On October 14, 2022, the Notes were amended to remove the conversion provisions
and the parties agreed to a cash payment with a maturity date of May 1, 2023.
Concurrently on October 14, 2022, Bucktown and St. George assigned the Notes to
Dublin Holdings, LLC, as trustee to the Dublin Irrevocable Trust dated August
19, 2018. Neither Bucktown, St. George or any of their respective affiliates,
control persons, officers, directors, or shareholders are affiliated with or
control Dublin Holdings, LLC or the Dublin Irrevocable Trust.

Item 9.01. Financial Statements and Exhibits.

     Exhibit Number      Description
          99.1             Confirmation from 1800 Diagonal Lending, LLC, formerly
                         known as Sixth Street Lending, LLC dated December 1,
                         2022
          99.2             Secretary of State of Virginia; Articles of Amendment;
                         Name Change of Sixth Street Lending, LLC to 1800
                         Diagonal Lending, LLC.
          99.3             Convertible Promissory Note: St. George Investments
                         (Incorporated by reference from Exhibit 10.6 to the
                         Registrants Form 8-K dated October 13, 2021.
          99.4             Convertible Promissory Note: Bucktown Capital, LLC
                         dated March 31, 2022.
          99.5             Convertible Promissory Note: Bucktown Capital, LLC
                         dated May 27, 2022.
          99.6             Note Assignment Agreement dated October 14, 2022.
          104            Cover Page Interactive Data File (formatted as Inline
                         XBRL and contained in Exhibit 101).

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