UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 15, 2018
MJ Holdings, Inc.
(Exact name of registrant as specified in
its charter)
| Nevada |
|
333-167824 |
|
20-8235905 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
3275 South Jones Blvd., Suite 104, Las
Vegas, NV 89146
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: 702-879-4440
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 4 – Matters Related to Accountants and Financial
Statements
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On November 15, 2018, MJ Holdings, Inc. (the
“Company”), caused to be filed with the Securities and Exchange Commission (the “SEC”) its Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2018 (the “Form 10-Q”). The Form 10-Q was filed on November
15, 2018, the day following its due date. The Company had believed that it was going to be able to its Form 10-Q timely and, therefore,
did not file a Notification of Late Filing on Form 12b-25.
At the time of filing the Form 10-Q, the Company’s
financial consultants knew that the Company’s auditors, Prager Metis CPA’s, LLC, (“Prager”) had not completed
their review of the Company’s financial statements and the disclosures contained in the Form 10-Q as filed, but the financial
consultants failed to convey that information to management of the Company. Therefore, the financial statements filed with the
Form 10-Q may not be relied upon as accurate until such time as Prager has completed its review of the Company’s financial
statements contained therein and has completed its standard procedures to authorize the filing of an amended Form 10-Q. Prager
advised the Company that it expects to complete its review of the financial statements filed as part of the Form 10-Q in accordance
with Statement on Auditing Standards No. 100, Interim Financial Information (“SAS 100”) during the first week of December
2018. The Company will file an amended Form 10-Q as soon as practicable thereafter.
The executive officers of the Company discussed
the matters disclosed in this Item 4.02 with Prager. The Company also provided a copy of the foregoing Item 4.02 disclosures to
Prager and requested that Prager furnish it with a letter addressed to the SEC stating whether Prager agrees with the above statements
and, if not, stating the respects in which it does not agree. A copy of Prager’s response letter is filed as Exhibit 16.1
and incorporated by reference herein.
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:
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: November 28, 2018 |
MJ HOLDINGS, INC. |
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By: |
/s/ Paris Balaouras |
| |
Paris Balaouras |
| |
Chief Executive Officer |
