**EXHIBIT 31.1**

 

**RULE 13a-14(a)/15d-14(a) CERTIFICATION**

 

I, Donald Steinberg, certify that:

 

1.       Ihave reviewed this quarterly report on Form 10-Q /A for the quarter ended September 30, 2017 of Marijuana Company of America,Inc.;

 

2.       Basedon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report;

 

3.       Basedon my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report;

 

4.       Theregistrant’s other certifying officer(s) and I are responsible for establishing for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

- Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;

- Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles,

- Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; and

- Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5.       Theregistrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

- All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

- Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control over financial reporting.

December 11, 2017

 

 

 

**EXHIBIT 31.2**

 

**RULE 13a-14(a)/15d-14(a) CERTIFICATION**

 

I, Robert Hymers, certify that:

 

1.       Ihave reviewed this quarterly report on Form 10-Q /A for the quarter ended September 30, 2017 of Marijuana Company of America,Inc.;

 

2.       Basedon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report;

 

3.       Basedon my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report;

 

4.       Theregistrant’s other certifying officer(s) and I are responsible for establishing for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

- Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;

- Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles,

- Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; and

- Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting.

5.       Theregistrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

 

- All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

- Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control over financial reporting.

December 11, 2017