Unregistered Sales of Equity

From March 26, 2019 through April 16, 2019, MJ Holdings, Inc. (the Company) offered and sold, in a series of separate transactions detailed immediately below to otherwise unaffiliated, accredited investors, an aggregate of 11,130,000 shares of its common stock, par value $0.001 per share (the Common Stock), at a price per share of $0.50, for an aggregate offering price of approximately $5,565,000.

On March 26, 2019 the Company offered and sold 700,000 shares of its Common Stock for an aggregate offering price of approximately $350,000. On April 5, 2019, the Company, offered and sold 110,000 shares of its Common Stock for an aggregate offering price of approximately $55,000. On April 8, 2019, the Company offered and sold 10,000,000 shares of its Common Stock for an aggregat e offering price of approximately $5,000,000. On April 12, 2019, the Company, offered and sold 200,000 shares of its Common Stock for an aggregate offering price of approximately $100,000. On April 16, 2019, the Company, offered and sold 120,000 shares of its Common Stock for an aggregate offering price of approximately $60,000.

The Company issued the above-referenced shares of our Common Stock pursuant to the exemptions for registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), and Rule 506 of Regulation D, promulgated under the Securities Act (in that the shares of our Common Stock were issued by us in a transaction not involving any public offering).

The aforementioned sales should be compared to the number of shares of Company common stock, the per-share repurchase price, and the aggregate repurchase price thereof, all as disclosed in Item 8.01 of this Current Report.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On December 15, 2017 in connection with the reverse merger between the Company and Red Earth, LLC (Red Earth) the Company had issued 26,366,484 shares of its common stock to Red Dot Development, LLC (Red Dot) in exchange for Red Dots ownership interest in Red Earth and other services to be performed by Red Dot on behalf of the Company. On February 22, 2019, the Company repurchased 20,000,000 shares of its common stock from Red Dot for total consideration of $20,000. The 20,000,000 shares of common stock were returned to the Companys treasury for cancellation.

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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: April 17, 2019

MJ HOLDINGS, INC.

By:

/s/ Paris Balaouras

Paris Balaouras

Chief Executive Officer

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Other recent filings from the company include the following:

MJ Holdings, Inc. Just Filed Its Quarterly Report: Note 14 — Subsequent... - Nov. 21, 2019
Notification of inability to timely file Form 10-Q or 10-QSB - Nov. 14, 2019

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