Changes in Registrants Certifying

(i)

On December 21, 2018 Prager Metis CPAs LLC (Prager) the independent registered public accounting firm of MJ Holdings, Inc. (the "Company"), advised the Company of its resignation effective on the same date. A copy of the resignation letter is attached as Exhibit 16.1. As a result, the Company's Board of Directors engaged in a diligent search to replace Prager as the Company's independent registered public accounting firm.

(ii)

On February 15, 2019 the Companys Board of Directors engaged Marcum, LLP as its independent registered public accounting firm.

(iii)

From the date of Pragers engagement on October 10, 2018 until their resignation on December 21, 2018 there were no disagreements between the Company and Prager on any matter of accounting principles or practices, financial statement disclosure, or scope or procedure, which disagreements, if not resolved to the satisfaction of Prager, would have caused Prager to make reference to the subject matter of such disagreements in the Company's financial statements.

(iv)

During the Company's fiscal years ended December 31, 2017 and 2016 and the subsequent interim period from January 1, 2018 to the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

(v)

During the Company's fiscal years ended December 31, 2017 and 2016 and the subsequent interim period from January 1, 2018 to the date of this report, the Company did not consult with Marcum, LLP regarding any of the matters set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

(vi)

The Company has provided Prager with a copy of the disclosures in this report and has requested that Prager furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Prager agrees with the statements in this Item 4.01. A copy of this letter is filed as Exhibit 16.2 to this report.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On November 26, 2018, Andrew Boutsikakis, President of MJ Holdings, Inc. (the Company), was placed on administrative leave. Pursuant to the unanimous consent of the Board of Directors, Mr. Boutsikakis employment with the Company was terminated on December 31, 2018, effective immediately.

(c)

The Companys Chief Executive Officer, Paris Balaouras, assumed the position of Acting President on January 1, 2019. The Company is conducting a search for a qualified replacement.

1

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.

Description of Exhibit

16.1

Letter from Prager Metis CPAs, LLC dated December 21, 2018

16.2

Letter from Prager Metis CPAs, LLC dated February 27, 2019

2

SIGNATURES

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

Date: February 28, 2019

MJ HOLDINGS, INC.

By:

/s/ Paris Balaouras

Paris Balaouras

Chief Executive Officer

3

makes a similar move, sign up!

Other recent filings from the company include the following:

Tier Change - Dec. 14, 2019
MJ Holdings, Inc. Just Filed Its Quarterly Report: Note 14 — Subsequent... - Dec. 13, 2019
MJ Holdings, Inc. Just Filed Its Quarterly Report: Note 14 — Subsequent... - Nov. 21, 2019

Auto Refresh

Feedback