Notification of inability to timely file Form 10-Q or 10-QSB

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SEC FILE NUMBER

333-167824

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):

☐ Form 10-K     ☐  Form 20-F     ☐  Form 11-K    ☒ Form 10-Q

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

For Period Ended: June 30, 2019
☐  Transition Report on Form 10-K
☐  Transition Report on Form 20-F
☐  Transition Report on Form 11-K
☐  Transition Report on Form 10-Q
☐  Transition Report on Form N-SAR
For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

MJ HOLDINGS, INC.

Full Name of Registrant

Former Name if Applicable

1300 South Jones Blvd.

Address of Principal Executive Office ( Street and Number )

Las Vegas, Nevada 89146

City, State and Zip Code

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, or Form N-SAR or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, on a timely basis, without unreasonable effort or expense, because the Company’s management needs additional time to finalize the preparation of the Company’s financial statements and the Company’s independent registered public accounting firm requires additional time to complete its review of the Company’s quarterly financial statements once it has received management’s final draft of the Company’s financial statements. The Company will make every effort to file the Quarterly Report within the additional time allowed by this Notification.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Paris Balaouras (702) 879-4440
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).     ☐ Yes   ☒   No           2018 Form 10-K; 2019 Q1 Form 10-Q

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☐ Yes    ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

MJ HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 2019 By:

/s/ Paris Balaouras

Name: Paris Balaouras
Title: Chief Executive Officer

3

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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