Asfiled with the Securities and Exchange Commission on October 5, 2018

RegistrationNo. 333-      

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

MJHoldings, Inc.

(Exactname of registrant as specified in its charter)

3275South Jones Blvd

LasVegas, Nevada 89146

(702)879-4440

(Address,including zip code and telephone number,

includingarea code, of registrant’s principal executive offices)

ParisBalaouras

ChiefExecutive Officer and Director

3275South Jones Blvd

LasVegas, Nevada 89146

(702)879-4440

(Nameincluding zip code and telephone number,

includingarea code, of agent for service)

Withcopies to:

RandolfW. Katz

Baker& Hostetler LLP

600Anton Boulevard, Suite 900

CostaMesa, California 92626

(714)966-8807

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this RegistrationStatement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act, check the following box. ☐

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATIONOF REGISTRATION FEE

THEREGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTILTHE REGISTRANT SHALL FILE A FURTHER AMENDMENT, WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOMEEFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVEON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Theinformation contained in this preliminary prospectus is not complete and may be changed. We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is notan offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offeror sale is not permitted.

3,335,000 Shares

CommonStock

Thisprospectus relates to the offer and resale of up to 3,335,000 shares (the “Shares”) of common stock, $0.001 par value(the “Common Stock”), of MJ Holdings, Inc., a Nevada corporation (the “Company”), by the selling stockholderset forth in the Selling Stockholder table on page 37 (the “Selling Stockholder”). The Shares are issuable upon theconversion of 2,500 shares of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”) held by theSelling Stockholder. The Shares may be sold from time to time by the Selling Stockholder. The 2,500 shares of Series A PreferredStock were issued to the Selling Stockholder in a private placement offering completed on August 9, 2018. We are registering theoffer and resale of the Shares to satisfy registration rights we granted to the selling stockholders.

Wewill not receive any proceeds from the sale of the Shares by the Selling Stockholder. The Selling Stockholder may offer and sellthe Shares being offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokeragetransactions or through any other means described in this prospectus under the section “Plan of Distribution.” Theprices at which the Selling Stockholder may sell the Shares will be determined by the prevailing market price for the shares orin negotiated transactions. See “Use of Proceeds” on page 18. We have agreed to pay the expenses in connection withthe registration of these Shares.

OurCommon Stock is quoted on the OTC Markets Group, Inc.’s Pink® Open Market (the “PINK”) under the symbol“MJNE.” On October 3, 2018, the last reported sale price of our Common Stock as reported on the PINK was $1.87 pershare.

Investingin our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page 5 ofthis prospectus before purchasing any of the shares offered by this prospectus.

Neitherthe Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus or the accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense.

The date of this prospectusis                          ,2018

TABLEOF CONTENTS

Neitherwe nor the Selling Stockholder have authorized anyone to provide you any information other than that contained in this prospectusfiled with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. The Selling Stockholder is offering to sell, and seeking offers to buy, the Shares only in jurisdictionswhere the offer or sale is permitted. You should assume that the information appearing in this prospectus is accurate only asof the date on the front cover of this prospectus. Our business, financial condition, results of operations, and prospects mayhave changed since that date.

Forinvestors outside of the United States: neither we nor the Selling Stockholder have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than theUnited States. Persons outside of the United States who come into possession of this prospectus must inform themselves about,and observe any restrictions relating to, the offering of the Shares and the distribution of this prospectus outside of the UnitedStates.

RISKFACTORS

Investingin our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, aswell as other information presented in this prospectus or in any other documents incorporated by reference into this prospectus,in light of your particular investment objectives and financial circumstances. Moreover, the risks so described are not the onlyrisks we face. Additional risks not presently known to us or that we currently perceive as immaterial may ultimately prove moresignificant than expected and impair our business operations. Any of these risks could adversely affect our business, financialcondition, results of operations, and prospects. The trading price of our securities could decline due to any of these risks andyou may lose all or part of your investment.

RisksRelating to Our Business and Industry

Thereport of our independent registered public accounting firm that accompanies our audited consolidated financial statements includesa going concern explanatory paragraph in which such firm expressed substantial doubt about our ability to continue as a goingconcern.

Our financial statements have been preparedon a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normalcourse of business. However, we are a development stage company with current operations established in October 2016. The Company’sprimary asset is a Medical Marijuana Establishment Registration Certificate issued by the State of Nevada for the cultivation ofmedical marijuana. There is no assurance on the receipt and/or timing of final approvals from the appropriate authorities. We havenot generated any revenues from inception (October 17, 2016) to December 31, 2017 and had an accumulated deficit of $362,521 asof December 31, 2017. As of June 30, 2018, we had still not generated any revenues and our accumulated deficit as of the same datewas $1,157,410. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Wehave a limited operating history, which may make it difficult for investors to predict future performance based on current operations.

Wehave a limited operating history upon which investors may base an evaluation of our potential future performance. In particular,we have not proven that we can sell cannabis products in a manner that enables us to be profitable and meet customer requirements,obtain the necessary permits and/or achieve certain milestones to develop our cultivation businesses, enhance our line of cannabisproducts, develop and maintain relationships with customers and strategic partners, to raise sufficient capital in the publicand/or private markets, or respond effectively to competitive pressures. As a result, there can be no assurance that we will beable to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cashflow.

Anyforecasts we make about our operations may prove to be inaccurate. We must, among other things, determine appropriate risks, rewards,and level of investment in our product lines, respond to economic and market variables outside of our control, respond to competitivedevelopments and continue to attract, retain, and motivate qualified employees. There can be no assurance that we will be successfulin meeting these challenges and addressing such risks and the failure to do so could have a materially adverse effect on our business,results of operations, and financial condition. Our prospects must be considered in light of the risks, expenses, and difficultiesfrequently encountered by companies in the early stage of development. As a result of these risks, challenges, and uncertainties,the value of your investment could be significantly reduced or completely lost.

Wehave incurred losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline orhave a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

Wehave incurred losses in prior periods. For the year ended December 31, 2017, we incurred a net loss of approximately $334,800and, as of that date, we had an accumulated deficit of approximately $362,500. Our historical financial statements prior to theRed Earth reverse merger were replaced with the historical financial statements of Red Earth, as the accounting acquirer, basedon the accounting treatment for the reverse merger transactions. Accordingly, we had no net income (loss) for the year ended December31, 2016 and, as of that date, we had an accumulated deficit of approximately $27,700. Any losses in the future could cause thequoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay ourdebts as they become due, and on our cash flow.

Wewill likely need additional capital to sustain our operations and will likely need to seek further financing, which we may notbe able to obtain on acceptable terms or at all. If we fail to raise additional capital, as needed, our ability to implement ourbusiness model and strategy could be compromised.

Wehave limited capital resources and operations. To date, our operations have been funded primarily from the proceeds of equityfinancings. We may require additional capital in the near future to develop business operations at our proposed production facilitiesin Las Vegas, Nevada, to expand our production of our future franchise production lines, to develop our intellectual propertybase, and establish our targeted levels of commercial production. We may not be able to obtain additional financing on terms acceptableto us, or at all. In particular, because marijuana is illegal under federal law, we may have difficulty attracting investors.

Evenif we obtain financing for our near-term operations, we expect that we will require additional capital thereafter. Our capitalneeds will depend on numerous factors including: (i) our profitability; (ii) the release of competitive products by our competition;(iii) the level of our investment in research and development; and (iv) the amount of our capital expenditures, including acquisitions.We cannot assure you that we will be able to obtain capital in the future to meet our needs.

Ifwe raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by ourexisting stockholders will be reduced and our stockholders may experience significant dilution. In addition, new securities maycontain rights, preferences, or privileges that are senior to those of our Common Stock. If we raise additional capital by incurringdebt, this will result in increased interest expense. If we raise additional funds through the issuance of securities, marketfluctuations in the price of our shares of Common Stock could limit our ability to obtain equity financing.

Wecannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorableto us. If we are unable to raise capital when needed, our business, financial condition, and results of operations would be materiallyadversely affected, and we could be forced to reduce or discontinue our operations.

Weface intense competition and many of our competitors have greater resources that may enable them to compete more effectively.

Theindustries in which we operate in general are subject to intense and increasing competition. Some of our competitors may havegreater capital resources, facilities, and diversity of product lines, which may enable them to compete more effectively in thismarket. Our competitors may devote their resources to developing and marketing products that will directly compete with our productlines. Due to this competition, there is no assurance that we will not encounter difficulties in obtaining revenues and marketshare or in the positioning of our products. There are no assurances that competition in our respective industries will not leadto reduced prices for our products. If we are unable to successfully compete with existing companies and new entrants to the marketthis will have a negative impact on our business and financial condition.

Ifwe fail to protect our intellectual property, our business could be adversely affected.

Ourviability will depend, in part, on our ability to develop and maintain the proprietary aspects of our intellectual property todistinguish our products from our competitors’ products. We rely on copyrights, trademarks, trade secrets, and confidentialityprovisions to establish and protect our intellectual property.

Anyinfringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We mayhave to engage in litigation to protect the rights to our intellectual property, which could result in significant litigationcosts and require a significant amount of our time. In addition, our ability to enforce and protect our intellectual propertyrights may be limited in certain countries outside the United States, which could make it easier for competitors to capture marketposition in such countries by utilizing technologies that are similar to those developed or licensed by us.

Competitorsmay also harm our sales by designing products that mirror our products or processes without infringing on our intellectual propertyrights. If we do not obtain sufficient protection for our intellectual property, or if we are unable to effectively enforce ourintellectual property rights, our competitiveness could be impaired, which would limit our growth and future revenue.

Wemay also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual propertyrights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be noassurance that we will have the financial or other resources to enforce our rights or be able to enforce our rights or preventother parties from developing similar products or processes or designing around our intellectual property.

Althoughwe believe that our products and processes do not and will not infringe upon the patents or violate the proprietary rights ofothers, it is possible such infringement or violation has occurred or may occur, which could have a material adverse effect onour business.

Weare not aware of any infringement by us of any person’s or entity’s intellectual property rights. In the event thatproducts we sell or processes we employ are deemed to infringe upon the patents or proprietary rights of others, we could be requiredto modify our products or processes or obtain a license for the manufacture and/or sale of such products or processes or ceaseselling such products or employing such processes. In such event, there can be no assurance that we would be able to do so ina timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a materialadverse effect upon our business.

Therecan be no assurance that we will have the financial or other resources necessary to enforce or defend a patent infringement orproprietary rights violation action. If our products or processes are deemed to infringe or likely to infringe upon the patentsor proprietary rights of others, we could be subject to injunctive relief and, under certain circumstances, become liable fordamages, which could also have a material adverse effect on our business and our financial condition.

Ourtrade secrets may be difficult to protect.

Oursuccess depends upon the skills, knowledge, and experience of our scientific and technical personnel, our consultants and advisors,as well as our licensors and contractors. Because we operate in several highly competitive industries, we rely in part on tradesecrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentialityor non-disclosure agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers,and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties’confidential information developed by the receiving party or made known to the receiving party by us during the course of thereceiving party’s relationship with us. These agreements also generally provide that inventions conceived by the receivingparty in the course of rendering services to us will be our exclusive property, and we enter into assignment agreements to perfectour rights.

Theseconfidentiality, inventions, and assignment agreements may be breached and may not effectively assign intellectual property rightsto us. Our trade secrets also could be independently discovered by competitors, in which case we would not be able to preventthe use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and wasusing our trade secrets could be difficult, expensive, and time consuming and the outcome would be unpredictable. In addition,courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful tradesecret protection could adversely affect our competitive position.

Ourbusiness, financial condition, results of operations, and cash flow may in the future be negatively impacted by challenging globaleconomic conditions.

Futuredisruptions and volatility in global financial markets and declining consumer and business confidence could lead to decreasedlevels of consumer spending. These macroeconomic developments could negatively impact our business, which depends on the generaleconomic environment and levels of consumer spending. As a result, we may not be able to maintain our existing customers or attractnew customers, or we may be forced to reduce the price of our products. We are unable to predict the likelihood of the occurrence,duration, or severity of such disruptions in the credit and financial markets and adverse global economic conditions. Any generalor market-specific economic downturn could have a material adverse effect on our business, financial condition, results of operations,and cash flow.

Ourfuture success depends on our key executive officers and our ability to attract, retain, and motivate qualified personnel.

Ourfuture success largely depends upon the continued services of our executive officers and management team. If one or more of ourexecutive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily,if at all. Additionally, we may incur additional expenses to recruit and retain new executive officers. If any of our executiveofficers joins a competitor or forms a competing company, we may lose some or all of our customers. Finally, we do not maintain“key person” life insurance on any of our executive officers. Because of these factors, the loss of the services ofany of these key persons could adversely affect our business, financial condition, and results of operations, and thereby an investmentin our stock.

Ourcontinuing ability to attract and retain highly qualified personnel will also be critical to our success because we will needto hire and retain additional personnel as our business grows. There can be no assurance that we will be able to attract or retainhighly qualified personnel. We face significant competition for skilled personnel in our industries. In particular, if the marijuanaindustry continues to grow, demand for personnel may become more competitive. This competition may make it more difficult andexpensive to attract, hire, and retain qualified managers and employees. Because of these factors, we may not be able to effectivelymanage or grow our business, which could adversely affect our financial condition or business. As a result, the value of yourinvestment could be significantly reduced or completely lost.

Wemay not be able to effectively manage our growth or improve our operational, financial, and management information systems, whichwould impair our results of operations.

Inthe near term, we intend to expand the scope of our operations activities significantly. If we are successful in executing ourbusiness plan, we will experience growth in our business that could place a significant strain on our business operations, finances,management, and other resources. The factors that may place strain on our resources include, but are not limited to, the following:

Additionally,our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources.Our ability to effectively manage growth will require us to substantially expand the capabilities of our administrative and operationalresources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that wewill be successful in recruiting and retaining new employees or retaining existing employees.

Wecannot provide assurances that our management will be able to manage this growth effectively. Our failure to successfully managegrowth could result in our sales not increasing commensurately with capital investments or otherwise materially adversely affectingour business, financial condition, or results of operations.

Ifwe are unable to continually innovate and increase efficiencies, our ability to attract new customers may be adversely affected.

Inthe area of innovation, we must be able to develop new technologies and products that appeal to our customers. This depends, inpart, on the technological and creative skills of our personnel and on our ability to protect our intellectual property rights.We may not be successful in the development, introduction, marketing, and sourcing of new technologies or innovations, that satisfycustomer needs, achieve market acceptance, or generate satisfactory financial returns.

Weare dependent on the popularity of consumer acceptance of our current and future product lines.

Ourability to generate revenue and be successful in the implementation of our business plan is dependent on consumer acceptance anddemand of our current and future product lines. During the first quarter of 2018, we began accepting customer deposits for thesale, design, installation, and/or construction of greenhouse solutions to be used in the cultivation process in the cannabisindustry. In the near term, we expect to begin operating a cultivation facility in Nevada at which we expect to grow and sellmarijuana on a commercial basis. Acceptance of our greenhouse solutions and, in the future, acceptance of our marijuana products,will depend on several factors, including availability, cost, ease of use, familiarity of use, convenience, effectiveness, safety,and reliability. If customers do not accept our products, or if we fail to meet customers’ needs and expectations adequately,our ability to continue generating revenues could be reduced.

Adrop in the retail price of medical marijuana and recreational (adult use) marijuana products may negatively impact our business.

Inthe future, the demand for the marijuana we intend to cultivate will depend in part on the market price of commercially grownmarijuana. Fluctuations in economic and market conditions that impact the prices of commercially grown marijuana, such as increasesin the supply of such marijuana and the decrease in the price of products using commercially grown marijuana, could cause thedemand for our marijuana products to decline, which would have a negative impact on our business. 

Federalregulation and enforcement may adversely affect the implementation of cannabis laws and regulations may negatively impact ourrevenues and profits.

Currently,there are 31 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimatemedical uses for cannabis and consumer use of cannabis in connection with medical treatment, as well as, in some cases, the legalizationof cannabis for adult use. Many other states are considering similar legislation. Conversely, under the CSA, the policies andregulations of the federal government and its agencies are that cannabis has no medical benefit and a range of activities includingcultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to marijuana,as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authoritiesmay enforce current federal law, and we may be deemed to be producing, cultivating, or dispensing marijuana in violation of federallaw. Thus, active enforcement of the current federal regulatory position on cannabis may indirectly and adversely affect our revenuesand profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federalpolicy remains uncertain. In February 2017, the Trump administration announced that there may be “greater enforcement”of federal laws regarding marijuana. Any such enforcement actions could have a negative effect on our business and results ofoperations.

OnJanuary 4, 2018, Attorney General Jeff Sessions issued a Marijuana Enforcement Memorandum that rescinded guidance previously issuedto federal law enforcement in a memorandum known as the “Cole Memo”. The Cole Memo provided that the DOJ is committedto the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources toaddress the most significant threats in the most effective, consistent, and rational way.

Theguidance, which has been since rescinded, set forth certain enforcement priorities that are important to the federalgovernment:

TheDOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amountsof marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In theevent the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medicalmarijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenueand profits. Furthermore, H.R. 83, known as the Rohrabacher-Blumenauer amendment, is a rider to the annual appropriations billthat prohibits the DOJ from using federal funds to prevent certain states, including Nevada and California, from implementingtheir own laws that authorized the use, distribution, possession, or cultivation of medical marijuana. This prohibitionwas in place until September 30, 2018 and has not been renewed.

On September 27, 2018, the U.S. Drug EnforcementAgency announced that drugs, including “finished dosage formulations” of CBD with THC below 0.1%, will be consideredSchedule 5 drugs as long as the medications have been approved by the U.S. Food and Drug Administration.

Wecould be found to be violating laws related to cannabis.

Currently,there are 31 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimatemedical uses for cannabis and consumer use of cannabis in connection with medical treatment, as well as, in some cases, the legalizationof cannabis for adult use. Many other states are considering similar legislation. Conversely, under the CSA, the policies andregulations of the federal government and its agencies are that cannabis has no medical benefit and a range of activities includingcultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana,as to the timing or scope of any such amendments there can be no assurance, there is a risk that federal authorities may enforcecurrent federal law. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and statedfederal policy remains uncertain. With respect to our greenhouse products, we intend to market and sell our greenhouse solutionsto marijuana growers. Should it be determined under the CSA that our greenhouse products or equipment are deemed to fall underthe definition of drug paraphernalia because its products could be determined to be primarily intended or designed for use inmanufacturing or producing cannabis, we could be found to be in violation of federal drug paraphernalia laws and there may bea direct and adverse effect on our business, revenues, and profits. With respect to Red Earth, we do not currently cultivate,produce, sell, or distribute any marijuana, and, therefore, have no risk that we will be deemed cultivate, produce, sell, or distributeany marijuana in violation of federal law. However, if we obtain the necessary final governmental approvals and permits in Nevadato commence the cultivation and production of marijuana, as to the successfully achievement of any or all of such objectives therecan be no assurance, we could be found in violation of the CSA. This would cause a direct and adverse effect on our subsidiaries’businesses, or intended businesses, and on our revenue and prospective profits.

Variationsin state and local regulation, and enforcement in states that have legalized cannabis, may restrict marijuana-related activities,including activities related to medical cannabis, which may negatively impact our revenues and prospective profits.

Individualstate laws do not always conform to the federal standard or to other states laws. A number of states have decriminalized marijuanato varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalizationand medical laws. As of September 2018, nine states and the District of Columbia have legalized the recreational use of cannabis.Variations exist among states that have legalized, decriminalized, or created medical marijuana exemptions. For example, certainstates have limits on the number of marijuana plants that can be homegrown. In most states, the cultivation of marijuana for personaluse continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medicalmarijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation ofmarijuana may indirectly and adversely affect our business and our revenue and profits.

Prospectivecustomers may be deterred from doing business with a company with a significant nationwide online presence because of fears offederal or state enforcement of laws prohibiting possession and sale of medical or recreational marijuana.

Ourwebsite is visible in jurisdictions where medicinal and/or recreational use of marijuana is not permitted and, as a result, wemay be found to be violating the laws of those jurisdictions.

Marijuanaremains illegal under federal law.

Marijuanais a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana hasbeen legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts statelaws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceedwith our business plan, especially in respect of our marijuana cultivation, production and dispensaries. In addition, our assets,including real property, cash, equipment, and other goods, could be subject to asset forfeiture because marijuana isstill federally illegal.

InFebruary 2017, the Trump administration announced that there may be “greater enforcement” of federal laws regardingmarijuana. In January 2018, Attorney General Jeff Sessions rescinded previously issued guidance. Any such enforcement actionsor changes in federal policy or guidance could have a negative effect on our business and results of operations.

Inthe future, we will not be able to deduct some of our business expenses.

Section280E of the Internal Revenue Code prohibits marijuana businesses from deducting their ordinary and necessary business expenses,which will force us to pay higher effective federal tax rates than similar companies in other industries. The effective tax rateon a marijuana business depends on how large its ratio of nondeductible expenses is to its total revenues. Therefore, ourmarijuana business may be less profitable than it could otherwise be.

Wemay not be able to attract or retain any independent directors.

Ourboard of directors (the “Board”) is not currently comprised of a majority of independent directors. We may have difficultyattracting and retaining independent directors because, among other things, we operate in the marijuana industry.

Wemay not be able to successfully execute on our merger and acquisition strategy.

Ourbusiness plan depends in part on merging with or acquiring other businesses in the marijuana industry. The success of any acquisitionwill depend upon, among other things, our ability to integrate acquired personnel, operations, products and technologies intoour organization effectively, to retain and motivate key personnel of acquired businesses, and to retain their customers. Anyacquisition may result in diversion of management’s attention from other business concerns, and such acquisition may bedilutive to our financial results and/or result in impairment charges and write-offs. We might also spend time and money investigatingand negotiating with potential acquisition or investment targets, but not complete the transaction.

Althoughwe expect to realize strategic, operational, and financial benefits as a result of our acquisitions, we cannot predict whetherand to what extent such benefits will be achieved. There are significant challenges to integrating an acquired operation intoour business.

Anyfuture acquisition could involve other risks, including the assumption of unidentified liabilities for which we, as a successorowner, may be responsible. These transactions typically involve a number of risks and present financial and other challenges,including the existence of unknown disputes, liabilities, or contingencies and changes in the industry, location, or regulatoryor political environment in which these investments are located, that our due diligence review may not adequately uncover andthat may arise after entering into such arrangements.

Lawsand regulations affecting the medical and adult use marijuana industry are constantly changing, which could detrimentally affectour proposed cultivation and production operations and greenhouse products.

Local,state, and federal medical and adult use marijuana laws and regulations are broad in scope and subject to evolving interpretations,which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. Inaddition, violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan andresult in a material adverse effect on certain aspects of our planned operations. In addition, it is possible that regulationsmay be enacted in the future that will be directly applicable to certain aspects of our proposed cultivation and production businesses,as well as our greenhouse solutions business. We cannot predict the nature of any future laws, regulations, interpretations, orapplications, nor can we determine what effect additional governmental regulations or administrative policies and procedures,when and if promulgated, could have on our business.

Wemay not obtain the necessary permits and authorizations to operate our proposed marijuana business.

Wemay not be able to obtain or maintain the necessary licenses, permits, authorizations, or accreditations for our proposed cultivationand production businesses and greenhouse solutions business, or may only be able to do so at great cost. In addition, we may notbe able to comply fully with the wide variety of laws and regulations applicable to the medical and adult use marijuana industry.Failure to comply with or to obtain the necessary licenses, permits, authorizations, or accreditations could result in restrictionson our ability to operate the medical and adult use marijuana business, which could have a material adverse effect on our business.

Ifwe incur substantial liability from litigation, complaints, or enforcement actions, our financial condition could suffer.

Ourparticipation in the medical and adult use marijuana industry may lead to litigation, formal or informal complaints, enforcementactions, and inquiries by various federal, state, or local governmental authorities against us. Litigation, complaints, and enforcementactions could consume considerable amounts of financial and other corporate resources, which could have a negative impact on oursales, revenue, profitability, and growth prospects. We have not been, and are not currently, subject to any material litigation,complaint, or enforcement action regarding marijuana (or otherwise) brought by any federal, state, or local governmental authority.Certain of our operating subsidiaries, may in the future engage in the distribution of marijuana; however, we have not been, andare not currently, subject to any material litigation, complaint, or enforcement action regarding marijuana (or otherwise) broughtby any federal, state, or local governmental authority with respect to the business of any our subsidiaries.

Wemay have difficulty accessing the service of banks, which may make it difficult for us to operate.

Sincethe use of marijuana is illegal under federal law, many banks will not accept for deposit funds from businesses involved withthe marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willingto accept their business. The inability to open or maintain bank accounts may make it difficult for us to operate our proposedmarijuana businesses. If any of our bank accounts are closed, we may have difficulty processing transactions in the ordinary courseof business, including paying suppliers, employees and landlords, which could have a significant negative effect on our operations.

Litigationmay adversely affect our business, financial condition, and results of operations.

Fromtime to time in the normal course of our business operations, we may become subject to litigation that may result in liabilitymaterial to our financial statements as a whole or may negatively affect our operating results if changes to our business operationsare required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also maybe adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless ofwhether the allegations are valid or whether we are ultimately found liable. Insurance may not be available at all or in sufficientamounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurancecoverage for any claims could adversely affect our business and the results of our operations.

Ourofficers and directors have substantial equity ownership in the Company and substantial control over certain corporate actions.

As of October 3, 2018, our officers anddirectors owned approximately 32.1% of our outstanding Common Stock and thus exercise substantial control over stockholder matters,such as election of directors, amendments to the Articles of Incorporation, and approval of significant corporate transactions.

Ifwe fail to implement and maintain proper and effective internal controls and disclosure controls and procedures pursuant to Section404 of the Sarbanes-Oxley Act of 2002, our ability to produce accurate and timely financial statements and public reports couldbe impaired, which could adversely affect our operating results, our ability to operate our business, and investors’ viewsof us.

Ourinternal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP rules. Our internal controlswere adversely affected by deficiencies in the design or operation of our internal controls, which management considered to bematerial weaknesses. These material weaknesses include the following:

Thefailure to implement and maintain proper and effective internal controls and disclosure controls could result in material weaknessesin our financial reporting, such as errors in our financial statements and in the accompanying footnote disclosures that couldrequire restatements. Investors may lose confidence in our reported financial information and disclosure, which could negativelyimpact our stock price.

Wedo not expect that our internal controls over financial reporting will prevent all errors and all fraud. A control system, nomatter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectiveswill be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefitsof controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, bycollusion of two or more people, or by management override of the controls. Over time, controls may become inadequate becausechanges in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherentlimitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Ourinsurance coverage may be inadequate to cover all significant risk exposures.

Wewill be exposed to liabilities that are unique to the products we provide. While we intend to maintain insurance for certain risks,the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantialcosts resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against alloperational risks and liabilities. In particular, we may have difficulty obtaining insurance because we intend to operate in themarijuana industry. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a materialadverse effect on our business, financial condition, and results of operations. We do not have any business interruption insurance.Any business disruption or natural disaster could result in substantial costs and diversion of resources.

Ifour products are contaminated, we may have litigation and products liability exposure.

Wesource some of our products from third-party suppliers. Although we are required by Nevada law to test the products we receivefrom third-party suppliers, we may not identify all contamination in those products. Possible contaminates include pesticides,molds, and fungus. If a customer suffers an injury from our products, they may sue us in addition to the supplier and we may nothave adequate insurance to cover any such claims, which could result in a negative effect on our results of operations.

Someof our lines of business rely on our third-party service providers to host and deliver services and data, and any interruptionsor delays in these hosted services, security or privacy breaches, or failures in data collection could expose us to liabilityand harm our business and reputation.

Someof our lines of business and services rely on services hosted and controlled directly by third-party service providers. We donot have redundancy for all of our systems, many of our critical applications reside in only one of our data centers, and ourdisaster recovery planning may not account for all eventualities. If our business relationship with a third-party provider ofhosting or software services is negatively affected, or if one of our service providers were to terminate its agreement with us,we might not be able to deliver access our data, which could subject us to reputational harm and cause us to lose customers andfuture business, thereby reducing our revenue.

Wemay hold large amounts of customer data, some of which will likely be hosted in third-party facilities. A security incident atthose facilities or ours may compromise the confidentiality, integrity or availability of customer data. Unauthorized access tocustomer data stored on our computers or networks may be obtained through break-ins, breaches of our secure network by an unauthorizedparty, employee theft or misuse or other misconduct. It is also possible that unauthorized access to customer data may be obtainedthrough inadequate use of security controls by customers. Accounts created with weak passwords could allow cyber-attackers togain access to customer data. If there were an inadvertent disclosure of customer information, or if a third party were to gainunauthorized access to the information we possess on behalf of our customers, our operations could be disrupted, our reputationcould be damaged and we could be subject to claims or other liabilities. In addition, such perceived or actual unauthorized disclosureof the information we collect or breach of our security could damage our reputation, result in the loss of customers and harmour business.

Becauseof the data we expect to collect and manage using our hosted solutions, it is possible that hardware or software failures or errorsin our systems (or those of our third-party service providers) could result in data loss or corruption, cause the informationthat we collect to be incomplete or contain inaccuracies that our customers regard as significant or cause us to fail to meetcommitted service levels. Furthermore, our ability to collect and report data may be delayed or interrupted by a number of factors,including access to the Internet, the failure of our network or software systems or security breaches. In addition, computer virusesor other malware may harm our systems, causing us to lose data, and the transmission of computer viruses or other malware couldexpose us to litigation. We may also find, on occasion, that we cannot deliver data and reports in near real time because of anumber of factors, including failures of our network or software. If we supply inaccurate information or experience interruptionsin our ability to capture, store and supply information in near real time or at all, our reputation could be harmed and we couldlose customers, or we could be found liable for damages or incur other losses. Moreover, states in which we operate may requirethat we maintain certain information about our customers and transactions. If we fail to maintain such information, we could bein violation of state laws.

RisksRelated to an Investment in Our Securities

Weexpect to experience volatility in the price of our Common Stock, which could negatively affect stockholders’ investments.

Thetrading price of our Common Stock may be highly volatile and could be subject to wide fluctuations in response to various factors,some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that haveoften been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broadmarket and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actualoperating performance. All of these factors could adversely affect your ability to sell your shares of Common Stock or, if youare able to sell your shares, to sell your shares at a price that you determine to be fair or favorable.

Therelative lack of public company experience of our management team could adversely impact our ability to comply with the reportingrequirements of U.S. securities laws.

Ourmanagement team lacks public company experience, which could impair our ability to comply with legal and regulatory requirementssuch as those imposed by the Sarbanes-Oxley Act of 2002. Our senior management has limited experience in managing a publicly tradedcompany. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis.Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respondto such increased legal, regulatory compliance, and reporting requirements, including the establishing and maintaining of internalcontrols over financial reporting. Any such deficiencies, weaknesses, or lack of compliance could have a materially adverse effecton our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our abilityto continue as a U.S. public company would be in jeopardy, we could be subject to the imposition of fines and penalties, and ourmanagement would have to divert resources from attending to our business plan.

OurCommon Stock is categorized as “penny stock,” which may make it more difficult for investors to sell their sharesof Common Stock due to suitability requirements.

OurCommon Stock is categorized as “penny stock.” The SEC has adopted Rule 15g-9, which generally defines “pennystock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price ofless than $5.00 per share, subject to certain exceptions. The price of our Common Stock is significantly less than $5.00 per shareand, therefore, is considered “penny stock.” This designation imposes additional sales practice requirements on broker-dealerswho sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer buyingour securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determinethat the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks.These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our Common Stock, either directlyor on behalf of their clients, may discourage potential stockholders from purchasing our Common Stock, or may adversely affectthe ability of stockholders to sell their shares.

FinancialIndustry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability tobuy and sell our Common Stock, which could depress the price of our Common Stock.

Inaddition to the “penny stock” rules described above, FINRA has adopted rules that require a broker-dealer to havereasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer.Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonableefforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information.Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities willnot be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommendthat their customers buy our Common Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverseeffect on the market for our shares of Common Stock, and thereby depress our price per share of Common Stock.

OurCommon Stock may not be eligible for listing or quotation on any national securities exchange.

Wedo not currently meet the initial quantitative listing standards of any national securities exchange. We cannot assure you thatwe will be able to meet the initial listing standards of any national securities exchange in the future, or, if we do meet suchinitial listing standards, that we will be able to maintain any such listing. Until our Common Stock is listed on a national securitiesexchange, which event may never occur, we expect that it will continue to be eligible and quoted on the PINK. However, investorsmay find it difficult to obtain accurate quotations as to the market value of our Common Stock. Further, the national securitiesexchanges are adopting so-called “seasoning” rules that will require that we meet certain requirements, includingprescribed periods of time trading over-the-counter and minimum filings of periodic reports with the SEC, before we are eligibleto apply for listing on such national securities exchanges. In addition, if we fail to meet the criteria set forth in SEC regulations,various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customersand accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock,which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

Theelimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnificationrights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discouragelawsuits against our directors, officers, and employees.

OurArticles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and ourstockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. Wemay also have contractual indemnification obligations under any future employment agreements with our officers or agreements enteredinto with our directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to coverthe cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions andthe resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciaryduties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officerseven though such actions, if successful, might otherwise benefit us and our stockholders.

Wemay issue additional shares of Common Stock or preferred stock in the future, which could cause significant dilution to all stockholders.

Our Articles of Incorporation authorizethe issuance of up to 95,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, with a par value of $0.001 pershare. As of October 3, 2018, we had 66,291,031 shares of Common Stock outstanding; however, we may issue additional shares ofCommon Stock or preferred stock in the future in connection with a financing or an acquisition. Such issuances may not requirethe approval of our stockholders.  Any issuance of additional shares of our Common Stock, or equity securities convertibleinto our Common Stock, including but not limited to, preferred stock, warrants, and options, will dilute the percentage ownershipinterest of all stockholders, may dilute the book value per share of our Common Stock, and may negatively impact the market priceof our Common Stock.

Anti-takeovereffects of certain provisions of Nevada state law hinder a potential takeover of us.

Nevadahas a business combination law that prohibits certain business combinations between Nevada corporations and “interestedstockholders” for three years after an “interested stockholder” first becomes an “interested stockholder,”unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interestedstockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the votingpower of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any timewithin the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power ofthe then outstanding shares of the corporation. The definition of the term “business combination” is sufficientlybroad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets tofinance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

Theeffect of Nevada’s business combination law is potentially to discourage parties interested in taking control of us fromdoing so if they cannot obtain the approval of our Board. Both of these provisions could limit the price investors would be willingto pay in the future for shares of our Common Stock.

Becausewe do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on theirshares unless they sell them.

Weintend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying anycash dividends on our Common Stock in the foreseeable future. Declaring and paying future dividends, if any, will be determinedby our Board, based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Articlesof Incorporation, contractual restrictions, and such other factors as our Board deems relevant. Unless we pay dividends, our stockholderswill not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be ableto sell shares when desired or for prices that they deem acceptable.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are nothistorical facts but rather are plans and predictions based on current expectations, estimates, and projections about our industry,our beliefs, and assumptions. We use words such as “may,” “will,” “could,” “should,”“anticipate,” “expect,” “intend,” “project,” “plan,” “believe,”“seek,” “estimate,” “assume,” and variations of these words and similar expressions to identifyforward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties,and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materiallyfrom those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described inthe section above entitled “Risk Factors.” You should not place undue reliance on these forward-looking statementsbecause the matters they describe are subject to certain risks, uncertainties, and assumptions that are difficult to predict.Our forward-looking statements are based on the information currently available to us and speak only as of the date on the coverof this prospectus. Over time, our actual results, performance, or achievements may differ from those expressed or implied byour forward-looking statements, and such difference might be significant and materially adverse to our security holders. Exceptas required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,future events, or otherwise. We have identified some of the important factors that could cause future events to differ from ourcurrent expectations and they are described in this prospectus under the captions “Risk Factors,” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” as well as in our most recent Annual Report onForm 10-K, Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and in other documents that we may file with theSEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you readthis prospectus.

USEOF PROCEEDS

Weare filing this registration statement of which this prospectus forms a part to permit holders of the Shares described in thesection entitled “Selling Stockholder” to resell such Shares. We will not receive any proceeds from the resale ofany of the Shares offered by this prospectus by the Selling Stockholder.

MARKETPRICE AND DIVIDEND INFORMATION

MarketInformation

OurCommon Stock is quoted on the PINK under the symbol “MJNE.”

Setforth below are the range of high and low closing bid prices for the periods indicated as reported by the OTC Markets Group Inc.The market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily representactual transactions.

(1)Through October 3, 2018.

On October 3, 2018, the closing bid priceof our Common Stock as reported by the PINK was $1.87 per share. As of October 3, 2018, there were approximately 133 holders ofrecord of our Common Stock. As of such date, 66,291,031 shares of our Common Stock were issued and outstanding.

Dividends

Wedid not pay any cash dividends on our common stock during 2017 or 2016 and we do not intend to pay cash dividends on our CommonStock for the foreseeable future, but currently intend to retain any future earnings to fund the development and growth of ourbusiness. The payment of dividends, if any, on our Common Stock will rest solely within the discretion of our board of directorsand will depend, among other things, upon our earnings, capital requirements, financial condition, and other relevant factors.The Nevada Revised Statutes (the “NRS”), however, prohibits us from declaring dividends where, after giving effectto the distribution of the dividend:

SecuritiesAuthorized for Issuance Under Equity Compensation Plans

Wedo not have in effect any compensation plans under which our equity securities are authorized for issuance.

PennyStock Regulations

TheSEC has adopted regulations that generally define “penny stock” to be an equity security that has a market price ofless than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stockand be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to personsother than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomeexceeding $200,000 individually, or $300,000, together with their spouse).

Fortransactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of suchsecurities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction,other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosuredocument mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payableto both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer isthe sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and informationon the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers to sellour Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

BUSINESS

CompanyBackground

Weare a holding company whose subsidiaries provide infrastructure, consulting and construction services, in addition to holding,and managing third party state issued cultivation and production licenses.

Wewere originally incorporated on November 17, 2006, as Securitas EDGAR Filings, Inc. under the laws of the State of Nevada. Priorto the formation of Securitas EDGAR Filings Inc., the business was operated as Xpedient EDGAR Filings, LLC, a Florida LimitedLiability Company, formed on October 31, 2005. On November 21, 2005, Xpedient EDGAR Filings LLC amended its Articles of Organizationto change its name to Securitas EDGAR Filings, LLC. On January 21, 2009, Securitas EDGAR Filings LLC merged into Securitas EDGARFilings, Inc., a Nevada corporation. On February 14, 2014, we amended and restated our Articles of Incorporation and changed ourname to MJ Holdings, Inc.

FromFebruary 2014 to January 2017, we owned and leased real estate properties zoned for legalized marijuana operations to licensedmarijuana operators.

OnNovember 22, 2016, in connection with a plan to divest ourselves of our real estate business, we submitted to our stockholdersthe Exchange Offer to exchange shares of our Common Stock for shares in MJRE a newly formed LLC formed for the sole purpose ofeffecting the Exchange Offer. On January 10, 2017, we accepted for exchange 1,800,000 shares of our Common Stock in exchange for1,800,000 shares of MJRE’s common units, representing membership interests in MJRE. Effective February 1, 2017, we transferredour ownership interests in the real estate properties and our subsidiaries, through which we hold ownership of the real estateproperties, to MJRE. MJRE also assumed the senior notes and any and all obligations associated with the real estate propertiesand business, effective February 1, 2017.

ReverseMerger

OnDecember 15, 2017, we acquired all of the issued and outstanding membership interests of Red Earth, which was formed in October2016, in exchange for 52,732,969 shares of our Common Stock and a promissory note in the amount of $900,000. The acquisition wasaccounted for as a reverse merger, whereby Red Earth was considered the accounting acquirer and became our wholly-owned subsidiary.Upon the consummation of the acquisition, the now-former members of Red Earth became the beneficial owners of approximately 88%of our Common Stock, obtained a controlling interest of us, and retained certain of our key management positions. In accordancewith the accounting treatment for a “reverse merger” or a “reverse acquisition,” our historical financialstatements prior to the reverse merger will be replaced with the historical financial statements of Red Earth prior to the reversemerger in all future filings with the SEC. The consolidated financial statements after completion of the reverse merger will includethe assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger,with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

OurBusiness

Throughour acquisition of Red Earth and their wholly owned subsidiary, HDGLV, we expect to commence legal marijuana cultivation activitiesin the fourth quarter of 2018 upon approval by the Nevada Department of Taxation of the transfer of a Provisional CultivationLicense to Red Earth, which occurred in April 2018, and the required state and city approvals for our cultivation facility. Itis our intention to grow our business through the acquisition of existing companies and/or through the development of new opportunitiesthat can provide a 360-degree spectrum of infrastructure (dispensaries), cultivation, and production management, and consultingservices in the regulated cannabis industry.

ThroughRed Earth, we hold a State of Nevada issued cannabis cultivation license, and through HDGLV, we hold a triple-netleasehold, with an option to buy, on a 17,298 square-foot building, which we expect will be home to our cultivation facility.

MarijuanaIndustry Overview

Marijuanacultivation refers to the planting, tending, improving and harvesting of the flowering plant cannabis, primarily for the productionand consumption of cannabis flowers, often referred to as “buds”. The cultivation techniques for marijuana cultivationdiffer than for other purposes such as hemp production. Generally, references to marijuana cultivation and production do not includehemp production.

Cannabisbelongs to the genus cannabis in the family Cannabaceae and for the purposes of production and consumption, includes three species,Sativa, Indica, and Ruderalis. Sativa and Indica generally grow tall with some varieties reaching approximately 4 meters. Thefemale plants produce flowers rich in THC. Ruderalis is a short plant and produces trace amounts of THC but is very rich in CBD,which is an antagonist (inhibits the physiological action) to THC.

Asof September 2018, there are a total of 31 states, plus the District of Columbia, with legislation passed as it relates tomedicinal or adult-use cannabis. These state laws are in direct conflict with the CSA, which places controlled substances, includingcannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as having a high potential for abuse, hasno currently-accepted use for medical treatment in the U.S., and lacks acceptable safety for use under medical supervision.

Asof September 2018, 31 states, and the District of Columbia, have adopted laws that exempt patients who use medicinal cannabisunder a physician’s supervision from state criminal penalties. These are collectively referred to as the states that havede-criminalized medicinal cannabis, although there is a subtle difference between de-criminalization and legalization, and eachstate’s laws are different. Additionally, nine states and the Washington D.C. now allow for recreational use of marijuana.

Decriminalizationof marijuana varies by state. As of September 2018, 13 states have decriminalized the non-medical use and possession of marijuanafor personal consumption. Decriminalization generally means that violators of local marijuana laws may be subject to civil penaltyrather than face criminal prosecution. In three states, Idaho, South Dakota, and Kansas, the cultivation, possession, or use ofmarijuana is strictly prohibited and violators may be subject to criminal prosecution.

Forexample, Nevada legalized marijuana for recreational use, effective July 1, 2017, making it legal for adults over the age of 21to use marijuana and to possess up to one ounce of marijuana flowers and one-eighth of an ounce of marijuana concentrates. Individualsare also permitted to grow up to six marijuana plants for personal use. In addition, businesses can legally, pursuant to stateregulations, cultivate, process, dispense, distribute, and test marijuana products under certain conditions.

Thedichotomy between federal and state laws has also limited the access to banking and other financial services by marijuana businesses.Recently the DOJ and the U.S. Department of Treasury issued guidance for banks considering conducting business with marijuanadispensaries in states where those businesses are legal, pursuant to which banks must now file a Marijuana Limited SuspiciousActivity Report that states the marijuana business is following the government’s guidelines with regard to revenue thatis generated exclusively from legal sales. However, since the same guidance noted that banks could still face prosecution if theyprovide financial services to marijuana businesses, it has led to the widespread refusal of the banking industry to offer bankingservices to marijuana businesses operating within state and local laws.

TheDOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amountsof marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In theevent the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medicalmarijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenueand profits.

Furthermore, H.R. 83, known as the Rohrabacher-Blumenaueramendment, is a rider to the annual appropriations bill that prohibits the DOJ from using federal funds to prevent certain states,including Nevada and California, from implementing their own laws that authorized the use, distribution, possession, or cultivationof medical marijuana. This prohibition was in place until September 30, 2018 and has not been renewed.

Weare monitoring the Trump administration’s, the DOJ’s, and Congress’ positions on federal marijuana law and policy.Based on public statements and reports, we understand that certain aspects of those laws and policies are currently under review,but no official changes have been announced. It is possible that certain changes to existing laws or policies could have a negativeeffect on our business and results of operations.

We currently operate marijuana businessesin Nevada. Although the possession, cultivation, and distribution of marijuana is permitted in Nevada, provided compliance withapplicable state and local laws, rules, and regulations, marijuana is illegal under federal law. We believe we operate our businessin compliance with applicable state laws and regulations. Any changes in federal, state, or local law enforcement regarding marijuanamay affect our ability to operate our business. Strict enforcement of federal law regarding marijuana would likely result in theinability to proceed with our business plans, could expose us to potential criminal liability and could subject our propertiesto civil forfeiture. Any changes in banking, insurance, or other business services may also affect our ability to operate our business.

RedEarth / HDGLV

Primarily,Red Earth’s assets consist of (i) a cultivation license to grow marijuana within the City of Las Vegas in theState of Nevada and (ii) all of the outstanding membership interests in HDGLV, which holds a triple net leasehold interest ina 17,298 square-foot building located at 2310 Western Avenue in Las Vegas, Nevada, which we expect to operate as an indoor marijuanacultivation and an agritourism destination. We expect to complete construction of this facility in the fourth quarter of 2018.This facility is intended to serve as a draw for tourists who desire to visit, see, and learn about the inner-workings of a cannabiscultivation facility.

InApril 2018, the State of Nevada finalized and approved the transfer of our provisional cultivation license to Red Earth. InJuly 2018, we completed the first phase of construction on our cultivation facility and expect to obtain final approvals towardsperfecting the cultivation license from the appropriate authorities, but we can provide no assurances on the receipt and/or timingof the final approvals.

Wemay face substantial competition in the operation of cultivation facilities in Nevada. Numerous other companies have also beengranted cultivation licenses, and, therefore, we anticipate that we will face competition from these other companies. Our managementteam has experience in successfully developing, implementing, and operating marijuana cultivation and related businesses in otherlegal cannabis markets. We believe our experience in cultivation and facility management will provide us with a competitive advantageover our competitors.

Revenue

From inception (October 17, 2016) to June30, 2018, we did not generate any revenues. Subject to the receipt of the required State of Nevada and City of Las Vegas approvals,we expect to commence operation of our cultivation facility in the fourth quarter of 2018 and realize revenues beginning in thefourth quarter of 2018. There can be no assurance that we will receive the requisite approvals or that we will generate meaningfulrevenues thereafter.

Competition

The cannabis industry is subject to intenseand increasing competition. Some of our competitors may have substantially greater capital resources, facilities, and infrastructurethan we have, which may enable them to compete more effectively in this market. Red Earth may face substantial competition in theoperation of a cultivation and production facility in Nevada. Numerous other companies were also granted licenses, and, therefore,we anticipate that we will face competition with these other companies, many of which already are operating a cultivation and productionfacility in and around the location of our anticipated facility. We believe that we can effectively compete with other similarlysituated cannabis companies because we seek full vertical integration of our cannabis related businesses from cultivation and productionto distribution and retail sale. On September 20, 2018, we submitted applications to operate up to five retail marijuana dispensaries.We expect to be advised, on or before December 5, 2018, of the number of retail licenses that will be awarded to us, if any. Additionally,at the present time, we are not aware of any other cannabis companies offering a cooperative greenhouse model similar to our; however,we face Nevada state regulatory hurdles with respect to our greenhouse solutions business, which may cause us to exit this portionof our business.

Researchand Development

Currently, we have no plans to commenceresearch and development activities. 

Suppliers

At the present time, our major supplieris Healthier Choices Management Corporation (“Healthier Choices”). We entered into an agreement with Healthier Choices,pursuant to which we agreed to purchase $2,000,000 worth of their cannabis consumption Q-Cups.  We will fill this patentedtechnology with our cannabis products and distribute to retailers for consumption by purchasers using a number of readily availablevape dispensers. Healthier Choices is the exclusive supplier of Q-Cups.

Employees

As of October 3, 2018, we had three full-timeemployees.

Properties

Ourprincipal office is located at 3275 South Jones Boulevard, Las Vegas, Nevada, where we occupy 3,250 square-feet subject to a monthlylease payment of $5,500.  The current lease is for a term of 18 months, expires on May 31, 2019, and is renewable at ouroption.

Wehold a triple net leasehold interest in a 17,298 square-foot building located at 2310 Western Avenue, Las Vegas, Nevada. The leaseis for an initial term of 10 years, with a 12-month rent abatement. The commencement date of the lease is June 29, 2017. The leaseincludes two options to extend, each for an additional 5 years. The lease grants us an option to purchase the property on or afterthe 25^th month of the lease and continuing through the 60^th month of the lease for the sum of$2,607,880. Currently, we have no intention to exercise the purchase option.

LegalProceedings

Asof the date of this prospectus, there are no legal proceedings which are pending or have been threatened against us or any ofour officers, directors, or control persons of which management is aware.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Thefollowing discussion and analysis of our results of operations and financial condition for the fiscal years ended December 31,2017 and three- and six-month periods ended June 30, 2018 and 2017, should be read in conjunction with the financialstatements and related notes and the other financial information that are included elsewhere in this prospectus. This discussionincludes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives,expectations, and intentions. Forward-looking statements are statements not based on historical information and which relate tofuture operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates,forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies,many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Theseuncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressedin any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements asa result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements,and Business sections in this prospectus. We use words such as “anticipate,” “estimate,” “plan,”“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”“may,” “will,” “should,” “could,” and similar expressions to identify forwardlooking statements.

CriticalAccounting Policies, Judgments and Estimates

Ourdiscussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements,which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to makeestimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and therelated disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptionsthat we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carryingvalues of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Anaccounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about mattersthat are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, orchanges in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements.We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in thepreparation of the consolidated financial statements.

RevenueRecognition 

Werecognize revenue from the sales of products or services rendered when the following four revenue recognition criteria have beenmet: persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixedor determinable; and collectability is reasonably assured.

ConvertibleInstruments

Weevaluate and account for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and HedgingActivities.

GAAPrequires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivativefinancial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristicsand risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risksof the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract isnot re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separateinstrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Weaccounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcatedfrom their host instruments) as follows: we record, when necessary, discounts to convertible notes for the intrinsic value ofconversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stockat the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under thesearrangements are amortized over the term of the related debt to their stated date of redemption.

OperatingLeases

Welease production and warehouse facilities and office space under operating leases. Operating lease agreements may contain rentescalation clauses, rent holidays, or certain landlord incentives, including tenant improvement allowances. Rent expense withscheduled rent increases or landlord incentives are recognized on a straight-line basis over the lease term, beginning with theeffective lease commencement date, which is generally the date in which the we take possession of or controls the physical useof the property.

IncomeTaxes

Incometaxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the futuretax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilitiesand their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measuredusing enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected tobe recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income inthe period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considersit is more likely than not that some portion or all of the deferred tax assets will not be realized.

Taxbenefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustainedon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financialstatements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood ofbeing realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurredas a component of income tax expense. We have not recognized any tax benefits from uncertain tax positions for any of the reportingperiods presented.

Resultsof Operations

ThreeMonths Ended June 30, 2018 Compared to Three Months Ended June 30, 2017

Revenues

We did not generate any revenues duringthe three months ended June 30, 2018 and 2017. During the first two quarters of 2018, we began accepting customer deposits forthe sale, design, installation, and/or construction of greenhouse solutions to be used in the cultivation process in the cannabisindustry. We expected to generate revenues from these greenhouse projects in the third quarter of 2018; however, due to delaysin manufacturing in China, we do not know when these greenhouses will be ready for sale to consumers.

OperatingExpenses

Generaland administrative expenses were $419,233 for the three months ended June 30, 2018, as compared to $35,479 during the three monthsended June 30, 2017. The general and administrative expenses for the three months ended June 30, 2018 consisted mainly of professionalfees of $143,533 and rent expense of $96,068. The general and administrative expenses for the three months ended June 30, 2017consisted of professional fees of $35,479.

Salesand marketing expenses were $174,741 for the three months ended June 30, 2018, as compared to $0 duringthe three months ended June 30, 2017.

Interest Expense (Income)

The Companyrecorded $161 of interest income during the three months ended June 30, 2018, as compared to $11,103 of interest expense duringthe three months ended June 30, 2017. The interest expense was associated with an investor’s advance of $350,000 to fundthe acquisition of a Provisional Grow License in Nevada in February 2017.

NetLoss

Forthe three months ended June 30, 2018, we recorded a net loss of $593,813 compared to a net loss of $46,582 for the three monthsended June 30, 2017.

SixMonths Ended June 30, 2018 Compared to Six Months Ended June 30, 2017

Revenues

Wedid not generate any revenues during the six months ended June 30, 2018 and 2017. During the first two quarters of 2018, we beganaccepting customer deposits for the sale, design, installation, and/or construction of greenhouse solutions to be used in thecultivation process in the cannabis industry. We expect to generate revenues from these greenhouse projects in the third quarterof 2018.

OperatingExpenses

Generaland administrative expenses were $610,998 for the six months ended June 30, 2018, as compared to $35,479 during the six monthsended June 30, 2017. The general and administrative expenses for the six months ended June 30, 2018 consisted mainly of professionalfees of $257,463 and rent expense of $171,100. The general and administrative expenses for the six months ended June 30, 2017consisted of professional fees of $35,479.

Salesand marketing expenses were $184,256 for the six months ended June 30, 2018, as compared to $0 during the six months ended June30, 2017.

Interest Expense (Income)

The Company recorded $365 of interest income during the six months ended June 30, 2018, ascompared to $13,743 of interest expense during the six months ended June 30, 2017. The interest expense was associated with an investor’s advance of $350,000 to fund the acquisition of a ProvisionalGrow License in Nevada in February 2017.

NetLoss

Forthe six months ended June 30, 2018, we recorded a net loss of $794,889 compared to a net loss of $49,222 for the six months endedJune 30, 2017.

YearEnded December 31, 2017

Ourhistorical financial statements prior to the reverse merger with Red Earth were replaced with the historical financial statementsof Red Earth, the “accounting acquirer,” based on the accounting treatment for reverse merger transactions. SinceRed Earth was formed in October 2016, and had no results of operations during 2016, no comparisons to prior periods are availablefor our 2017 results of operations.

Revenues

Wedid not generate any revenues from inception (October 17, 2016) to December 31, 2017. During the first quarter of 2018, we beganaccepting customer deposits for the sale, design, installation, and/or construction of greenhouse solutions to be used in thecultivation process in the cannabis industry. We expect to begin generating revenues from these greenhouse projects during thefourth quarter of 2018.

OperatingExpenses

Generaland administrative expenses were $270,267 for the year ended December 31, 2017. General and administrative expenses consistedof facility costs of $179,615, of which $104,565 was for non-cash deferred rent expense, professional fees of $53,480, conferencesand travel expense of $24,481, and other administrative costs of $12,691.

InterestExpense

Werecorded $64,521 of interest expense during the year ended December 31, 2017. The interest expense was associated with an investor’sadvance of $350,000 to fund the acquisition of a Provisional Grow License in Nevada in February 2017. Interest expense for theyear was comprised of a $50,000 fee due to the investor for consideration of the advance and the amortization of debt issuancecosts paid in conjunction with securing the $350,000 advance.

Liquidityand Capital Resources

We had cash of $934,296 at June 30, 2018,compared with cash of $2,513,863 at December 31, 2017. The decrease in cash in 2018 was attributed to ongoing operations.

We generally rely on cash from equity offerings,to the extent available, to satisfy our liquidity needs. Since the beginning of fiscal 2017, we raised a net total of approximately$5,381,862 from the issuance of Common Stock and preferred stock and the exercise of options and warrants for shares of our CommonStock.

Weexpect to begin generating revenues during the fourth quarter of 2018 but will likely incur additional net losses during thistime period. Although we can provide no assurances, we believe our cash on hand and our ability to raise additional capital willprovide sufficient liquidity and capital resources to fund our business for the next twelve months. There are a number of factorsthat could result in the need to raise additional funds, including the inability to generate revenue or a lack of anticipatedsales growth, increased costs, increases in insurance premiums, and increases in other discretionary spending, such as sales andmarketing expenses. Our efforts are directed toward generating positive cash flow and profitability. If these efforts are notsuccessful, we may need to raise additional capital. Should capital not be available to us at reasonable terms, other actionsmay become necessary in addition to cost control measures and continued efforts to generate and increase sales.

OperatingActivities

Duringthe six months ended June 30, 2018, we used $990,367 of cash in operating activities primarily as a result of our net loss of$794,889, offset by amortization of deferred rent expense of $105,315, Common Stock issued for services valued at $4,836, andnet changes in operating assets and liabilities of $305,629. During the six months ended June 30, 2017, we used $35,479 of cashin operating activities primarily as a result of our net loss of $49,222, offset by amortization of debt discount of $6,600, andnet changes in operating assets and liabilities of $7,143.

InvestingActivities

Netcash used in investing activities during the six months ended June 30, 2018, was $360,701, which consisted of the payments forleasehold improvements. Net cash used in investing activities during the six months ended June 30, 2017, was $300,000, which consistedof the purchase of a provisional grow license issued in the State of Nevada.

FinancingActivities

During the six months ended June 30, 2018,financing activities provided $471,501 in proceeds from the issuance of Common Stock, $200,000 in proceeds received for CommonStock that was issued during the third quarter of 2018. We used $900,000 in repayments of convertible notes payable. During thesix months ended June 30, 2017, financing activities provided $335,479 in proceeds from notes payable.

Off-BalanceSheet Arrangements

Wedo not have any off-balance sheet arrangements.

Seasonality

Wedo not consider our business to be seasonal.

Commitmentsand Contingencies

Thereare no legal proceedings that are pending or have been threatened against us or any of our officers, directors, or control personsof which management is aware.

Inflationand Changing Prices

Neitherinflation nor changing prices for the six months ended June 30, 2018 had a material impact on our operations.

MANAGEMENT

Directorsand Executive Officers

Ourdirectors and executive officers, their ages, positions held, and duration of such, are as follows:

BusinessExperience

Thefollowing is a brief overview of the education and business experience of each of our directors and executive officers duringat least the past five years, including their principal occupations or employment during the period, the name and principal businessof the organization by which they were employed, and certain of their other directorships:

Paris Balaouras was appointedChief Executive Officer and Chairman of the Board on December 15, 2017. Mr. Balaouras has more than ten years of experience inthe development and operations of legal cannabis businesses, including license acquisition, facility management, cannabis cultivation,and legislative initiatives. During the past five years, Mr. Balaouras has raised over $100,000,000 for the development, construction,and launch of cannabis related businesses in Arizona, California, and Nevada. Mr. Balaouras was the founding and managing partnerof Acres Medical, LLC (“Acres Medical”) from April 2014 until February 2016. While with Acres Medical, Mr. Balaouraswas instrumental in raising investment capital for the acquisition of five Nevada Medical and Recreational Marijuana EstablishmentCertificates, the development and opening of a 20,000 square foot dispensary in Las Vegas, Nevada, and the opening of a 37-acrecultivation facility in the Amargosa Valley, Nevada, creating the largest cultivation site in the State of Nevada. From 2012 until2016, while serving as the Principal Officer at Natural Remedy Patient Center, Mr. Balaouras obtained an Arizona dispensary, cultivation,and production license. Mr. Balaouras is a member of the Nevada Dispensary Association, Americans for Safe Access, and the NationalOrganization for the Reform of Marijuana Laws.

John R. Wheeler, Jr. was appointedas our Chief Financial Officer on December 15, 2017. Mr. Wheeler has over 40 years of experience in accounting and 10 years withcompanies in the cannabis industry. Mr. Wheeler graduated from the University of Arizona with a Bachelors in Accounting and receivedhis CPA license in 1979. Starting his career, Mr. Wheeler worked for the IRS for 6 years and later worked for multiple CPA companiesin California for 10 years. For the last 27 years, Mr. Wheeler ran his own CPA companies: Rocky Wheeler CPA and Wheeler & AssociatesCPA’s.

Andrew Boutsikakis was appointedas our President in December 2017. Prior to that, in March 2017, Mr. Boutsikakis become a consultant for Red Earth. Mr. Boutsikakishas over 15 years of sales experience in financial services, communications, and business development. In 2014, Mr. Boutsikakisformed AB Consulting Group (“AB Consulting”) to focus his efforts in the emerging medical marijuana industry in Nevadaand Arizona. AB Consulting provided corporate consulting services primarily in sales, licensing, and mergers & acquisitionto the legal cannabis industry. Previously, Andrew was the sales director at Markets Media and director of business developmentat Cohere Communication.

Terrence M. Tierney was appointedas our Secretary on September 19, 2018. Mr. Tierney has over 30 years of senior level management experience in both the privateand public sectors. From October 2009 until October 2015, he served as the Managing Partner of Profesco Partners, a business managementconsulting firm focused on start-up companies, corporate reorganizations and tax qualified not for profit public charities. FromOctober 2011 until October 2013, Mr. Tierney also served as the Managing Director of Building for America’s Bravest, a jointventure program between the Gary Sinise Foundation and the Stephen Siller Tunnel to Towers Foundation that builds custom designed“smart homes” for severely wounded U.S. military personnel. From October 2015 until September 2018, Mr. Tierney wasPresident of Profesco, Inc., the successor in interest to Profesco Partners. Mr. Tierney earned a Bachelor of Science degree inAeronautics/Professional Pilot from St. Louis University and was awarded a Juris Doctor degree from New York Law School in 1992.

FamilyRelationships

Thereare no familial relationships among any of our executive officers or director.

SignificantEmployees

Wedo not currently have any significant employees other than our executive officers.

Involvementin Certain Legal Proceedings

Noneof our directors and executive officers has been involved in any of the following events during the past ten years:

CERTAINRELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Thefollowing is a description of transactions since October 17, 2016, to which we have been a party in which:

OnDecember 15, 2017, as part of the Red Earth reverse merger transaction, we issued a convertible note payable in the amount of$900,000 to the now-former members of Red Earth. At the time of the transaction, Paris Balaouras, our Chief Executive Officer,was a 50% partner and managing member of Red Earth.

InDecember 2017, upon completion of the Red Earth reverse merger, our $400,000 debt obligation was assumed by Paris Balaouras, ourChief Executive Officer.

 
Board Composition and Director Independence

Ourbusiness and affairs are managed under the direction of the Board. Our Board is currently comprised of one member, Mr. Paris Balaouras.Because of his relationship with us, Mr. Balaouras is not “independent” under the rules of any national securitiesexchange or Rule 10A-3 under the Exchange Act.

BoardCommittees

OurBoard does not have a standing audit committee, a compensation committee, a nominating and governance committee, or committeesperforming similar functions, and, therefore, the entire Board, consisting of a sole director, performs such functions. Our CommonStock is not currently listed on any national exchange and we are not required to maintain such committees by any self-regulatoryagency. Our management does not believe it is necessary for the Board to appoint such committees because the volume of mattersthat currently and historically have come before the Board for consideration permits our sole director to give sufficient timeand attention to such matters and be involved in all decision making.

Wedo not currently have an audit committee financial expert. Our management does not believe it is necessary for the Board to designatean audit committee financial expert at this time due to our limited operating history and the limited volume of matters that comebefore the Board requiring such an expert.

Code of Ethics

We adopted a code of ethics within themeaning of Item 406 of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”),titled, “Business Conduct: “Code of Conduct and Policy,” that applies to all of our employees, including ourprincipal executive officer, principal financial officer, and principal accounting officer, and the Board. The code of ethics isavailable on our website at http://www.mjholdingsinc.com under the “Investor” tab.

CompensationCommittee Interlocks and Insider Participation

Nointerlocking relationship exists between our Board and the board of directors or compensation committee of any other company,nor has any interlocking relationship existed in the past.

EXECUTIVECOMPENSATION

SummaryCompensation Table

Thefollowing table sets forth certain compensation awarded to, earned by, or paid to the following “named executive officers”:

Asset forth below, we also had two individuals, Messrs. Chemtov and Laufer, for whom disclosure would have been required but forthe fact that the individual was not serving as an executive officer as of the end of fiscal 2017.

NarrativeDisclosure to Summary Compensation Table

Thefollowing is a discussion of the material information that we believe is necessary to understand the information disclosed inthe foregoing Summary Compensation Table.

Duringfiscal 2016, none of our named executive officers was compensated for services rendered to us in any capacity. We currently donot have a stock option plan. We also currently do not have an incentive plan that provides compensation intending to serve asincentive for performance.

AndrewBoutsikakis

Mr.Boutsikakis earned total cash compensation for his services to us in fiscal 2017 in the amount of $15,000. He received no othercompensation.

ShawnChemtov

Mr. Chemtov earned total cash compensationfor his services to us in fiscal 2017 in the amount of $150,000. This represents his annual base salary of $75,000 for fiscal2017. He also received a bonus in the amount of $75,000 for services provided to us in relation to the reverse merger with RedEarth.

AdamLaufer

Mr. Laufer earned total cash compensationfor his services to us in fiscal 2017 in the amount of $149,120. This represents his annual base salary of $74,120 for fiscal2017. He also received a bonus in the amount of $75,000 for services provided to us in relation to the reverse merger with RedEarth.

OutstandingEquity Awards at Fiscal Year-End

Wehad no outstanding equity awards as of December 31, 2017.

Retirementor Similar Benefit Plans

Thereare no arrangements or plans in which we provide retirement or similar benefits for our named executive officers.

Resignation,Retirement, Other Termination, or Change in Control Arrangements

Wehave no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to our named executiveofficers at, following, or in connection with the resignation, retirement, or other termination of our directors or executiveofficers, or a change in control of our company or a change in our directors’ or executive officers’ responsibilitiesfollowing a change in control.

DirectorSummary Compensation Table

Ourboard does not have any non-employee directors and no additional compensation is paid to any of our employee directors for servingas a director. 

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Thefollowing table sets forth, as of October 3, 2018, certain information with respect to the beneficial ownership of our CommonStock by (i) each of our current directors, (ii) each of our named executive officers, (iii) our directors and named executiveofficers as a group, and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding CommonStock.

Thenumber of shares beneficially owned by each director, named executive officer, and greater than 5% beneficial owner is determinedunder SEC rules, and the information is not necessarily indicative of the beneficial ownership for any other purpose. Under suchrules, beneficial ownership includes any shares to which holder has the sole or shared voting power or investment power and alsoany shares that the holder has the right to acquire within 60 days of October 3, 2018, through the exercise of any right to purchase,such as a warrant. Unless otherwise indicated, each holder has sole investment and voting power (or shares such power with hisspouse, as applicable) with respect to the shares set forth in the following table.

Wedo not know of any arrangements that may, at a subsequent date, result in a change in control.

DESCRIPTIONOF SECURITIES

Thefollowing is a summary of all material characteristics of our capital stock as set forth in our Articles of Incorporation andour Bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporationand our Bylaws, and to the provisions of the NRS. We encourage you to review complete copies of our Articles of Incorporationand our Bylaws. You can obtain copies of these documents by following the directions outlined in “Where You Can Find MoreInformation” elsewhere in this prospectus.

General

Weare currently authorized to issue up to 95,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.001per share.

CommonStock

Of the 95,000,000 shares of Common Stock authorizedby our Articles of Incorporation, 66,291,031 shares of Common Stock are issued and outstanding as of October 3, 2018. Each holderof Common Stock is entitled to one vote per share on all matters to be voted upon by the stockholders and are not entitled tocumulative voting for the election of directors. Holders of Common Stock are entitled to receive ratably such dividends, if any,as may be declared from time to time by the board of directors out of funds legally available therefor subject to the rights ofpreferred stockholders. We have not paid any dividends and do not intend to pay any cash dividends to the holders of Common Stockin the foreseeable future. We anticipate reinvesting our earnings, if any, for use in the development of our business. In theevent of liquidation, dissolution, or winding up of the Company, the holders of Common Stock are entitled, unless otherwise providedby law or our Articles of Incorporation, including any certificate of designations for a series of preferred stock, to share ratablyin all assets remaining after payment of liabilities and the preferences of preferred stockholders. Holders of our Common Stockdo not have preemptive, conversion, or other subscription rights. There are no redemption or sinking fund provisions applicableto our Common Stock.

PreferredStock

Ofthe 5,000,000 shares of preferred stock, par value $0.001 per share, authorized in our Articles of Incorporation, 2,500 sharesare designated as Series A Convertible Preferred Stock and are issued and outstanding as of October 3, 2018. The Board is authorized,without further approval from our stockholders, to create one or more series of preferred stock, and to designate the rights,privileges, preferences, restrictions, and limitations of any given series of preferred stock. Accordingly, the Board may, withoutstockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting, or other rights that couldadversely affect the voting power or other rights of the holders of Common Stock. The issuance of preferred stock could have theeffect of restricting dividends payable to holders of our Common Stock, diluting the voting power of our Common Stock, impairingthe liquidation rights of our Common Stock, or delaying or preventing a change in control of us, all without further action byour stockholders.

SeriesA Convertible Preferred Stock

Inconnection with a Securities Purchase Agreement dated as of August 9, 2018 (the “Securities Purchase Agreement”),by and between the Selling Stockholder and us, we issued 2,500 shares of Series A Preferred Stock at a price of $1,000 per shareor an aggregate subscription of $2,500,000. The following is a summary of the material rights and restrictions associated withour Series A Preferred Stock.

Eachshare of Series A Preferred Stock is convertible, at the option of the holder, into that number of shares of Common Stock determinedby dividing the stated value of each share of Series A Preferred Stock (currently, $1,000) by the conversion price (currently,$0.75). The stated value and the conversion price are subject to adjustment as provided for in the Certificate of Designation.We are prohibited from effecting a conversion of the Series A Preferred Stock to the extent that, after giving effect to the conversion,the holder (together with such holder’s affiliates and any persons acting as a group with holder or any of such holder’saffiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after givingeffect to the issuance of shares of Common Stock issuable upon conversion. A holder, upon notice to us, may increase or decreasethis beneficial ownership limitation; provided, that, in no event can the holder increase the beneficial ownership limitationin excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of sharesof Common Stock upon the conversion of the Series A Preferred Stock then held by holder. Such increase of the beneficial ownershiplimitation cannot be effective until the 61^st day after such notice is given to us and shall apply only to such holder.The Series A Preferred Stock has no voting rights; however, as long as any shares of Series A Preferred Stock are outstanding,we are not permitted, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series APreferred Stock to (i) alter or change adversely the powers, preferences, or rights given to the Series A Preferred Stock or alteror amend the Series A Preferred Stock Certificate of Designation, (ii) amend our Articles of Incorporation or other charter documentsin any manner that adversely affects any rights of the holders, (iii) increase the number of authorized shares of Series A PreferredStock, or (iv) enter into any agreement with respect to any of the forgoing.

Options

As of October 3, 2018, we had 10,000 sharesof our Common Stock underlying outstanding stock options, having an exercise price of $1.20 per share.

Warrants

Asof October 3, 2018, we had 166,665 shares of our Common Stock underlying outstanding warrants, having a weighted-average exerciseprice of approximately $5.88 per share.

Anti-TakeoverEffects of Nevada Law and Our Articles of Incorporation and Bylaws

Someprovisions of Nevada law, our Articles of Incorporation, and our Bylaws contain provisions that could make the following transactionsmore difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise;or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplishor could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, includingtransactions that provide for payment of a premium over the market price for our shares.

Theseprovisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisionsare also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believethat the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicitedproposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of theseproposals could result in an improvement of their terms.

UndesignatedPreferred Stock. The ability of our Board, without action by the stockholders, to issue up to 4,997,500 shares of preferredstock, which was previously authorized but remain undesignated, with voting or other rights or preferences as designated by ourBoard could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferringhostile takeovers or delaying changes in control or management of us.

StockholderMeetings. Our Bylaws provide that a special meeting of stockholders may be called only by our president, the Chairman of theBoard, the Board, or a committee of the Board duly designated and whose powers and authority include the power to call meetings.The holders of at least 30% of all shares entitled to vote at a proposed special meeting may also call a special meeting of stockholders.

StockholderAction by Written Consent. Our Bylaws allow for any action that may be taken at any annual or special meeting of the stockholdersto be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signedby the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize ortake such action at a meeting at which all shares entitled to vote thereon were present and voted.

StockholdersNot Entitled to Cumulative Voting. Our Bylaws do not permit stockholders to cumulate their votes in the election of directors.Accordingly, the holders of a majority of the outstanding shares of our Common Stock entitled to vote in any election of directorscan elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stockmay be entitled to elect.

NevadaBusiness Combination Statutes. The “business combination” provisions of Sections 78.411 to 78.444, inclusive,of the NRS, generally prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination”transactions with any interested stockholder for a period of two years after the date of the transaction in which the person becamean interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholderobtained such status or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholdersby the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders,and extends beyond the expiration of the two-year period, unless:

A“combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge,transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having:(a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregatemarket value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more ofthe earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliateor associate of an interested stockholder.

Ingeneral, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within twoyears, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeoveror change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offerour stockholders the opportunity to sell their stock at a price above the prevailing market price.

NevadaControl Share Acquisition Statutes. The “control share” provisions of Sections 78.378 to 78.3793, inclusive, ofthe NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders, including atleast 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The controlshare statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stockafter crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’sdisinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but lessthan a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the abovethresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” andsuch control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions alsoprovide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of allvoting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitledto demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’rights.

Acorporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election inits articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the datean acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We havenot opted out of the control share statutes and will be subject to these statutes if we are an “issuing corporation”as defined in such statutes.

Theeffect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person,will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual orspecial meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of us.

Theprovisions of Nevada law, our Articles of Incorporation, and our Bylaws could have the effect of discouraging others from attemptinghostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Common Stockthat often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changesin the composition of our board and management. It is possible that these provisions could make it more difficult to accomplishtransactions that stockholders may otherwise deem to be in their best interests.

TransferAgent and Register

Ourtransfer agent and registrar for our Common Stock is Island Stock Transfer at 15500 Roosevelt Boulevard, Suite 301, Clearwater,Florida 33760. Island Stock Transfer’s phone number is (727) 289-0010 and its website is www.islandstocktransfer.com.

SELLINGSTOCKHOLDER

TheShares of Common Stock being offered by the Selling Stockholder are those issuable to the Selling Stockholder upon conversionof the Series A Preferred Stock previously issued to the Selling Stockholder. For additional information regarding the issuanceof the Series A Preferred Stock, see “Description of Securities” above. We are registering the Shares of Common Stockin order to permit the Selling Stockholder to offer the shares for resale from time to time. Except for the ownership of the Sharesof Common Stock, the Selling Stockholder has not had any material relationship with us within the past three years.

Thetable below lists the Selling Stockholder and other information regarding the beneficial ownership of shares of Common Stock heldby the Selling Stockholder. The second column lists the number of Shares of Common Stock beneficially owned by the Selling Stockholder,based on its ownership of the Series A Preferred Stock, as of October 3, 2018, assuming conversion of the Series A Preferred Stockheld by the Selling Stockholder on that date, without regard to any limitations on conversions.

Thethird column lists the Shares of Common Stock being offered by this prospectus by the Selling Stockholder. In accordance withthe terms of a registration rights agreement with the Selling Stockholder, this prospectus generally covers the resale of thesum of (i) the number of shares of Common Stock issued to the Selling Stockholder upon conversion of the Series A Preferred Stockin full (without regard to any limitations on conversion contained therein), as of the trading day immediately preceding the datethis registration statement was initially filed with the SEC. The fourth column assumes the sale of all of the Shares offeredby the Selling Stockholder pursuant to this prospectus.

Underthe terms of the Series A Preferred Stock, the Selling Stockholder may not convert the Series A Preferred Stock to the extentsuch conversions would case such Selling Stockholder, together with its affiliates and attribution parties, to beneficially owna number of shares of Common Stock that would exceed 4.99% (or, at the election of the holder, 9.99%) of our then outstandingCommon Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversionof the Series A Preferred Stock that have not been converted. The number of shares in the second column does not reflect thislimitation. The Selling Stockholder may sell all, some, or none of its Shares in this offering. See “Plan of Distribution.”

PLANOF DISTRIBUTION

TheSelling Stockholder, and any of its pledgees, assignees, and successors-in-interest may, from time to time, sell any or all ofthe Shares covered hereby on the principal trading market or any other stock exchange, market, or trading facility on which ourCommon Stock are traded or in a private transactions. For purposes hereof, the “principal trading market” means anyof the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSEAmerican, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, theOTC Market Group’s OTCQB or OTCQX tier, or the PINK (or any successor to any of the foregoing). These sales may be at fixedor negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling the Shares:

TheSelling Stockholder may also sell the Shares under Rule 144 or any other exemption from registration under the Securities Act,if available, rather than under this prospectus.

Broker-dealersengaged by the Selling Stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the Selling Stock (or, if any broker-dealer acts as agent for the purchaser of the Shares, from the purchaser)in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transactionnot in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transactionin a markup or markdown in compliance with FINRA IM-2440.

Inconnection with the sale of the Shares or interests therein, the Selling Stockholder may enter into hedging transactions withbroker-dealers or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedgingthe positions they assume. The Selling Stockholder may also sell Shares short and deliver these Shares to close out their shortpositions, or loan or pledge the Shares to broker-dealers that in turn may sell these Shares. The Selling Stockholder may alsoenter into options or other transactions with broker-dealers or other financial institutions or create one or more derivativesecurities that require the delivery to such broker-dealer or other financial institution of Shares offered by this prospectus,which Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amendedto reflect such transaction.

TheSelling Stockholder and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters”within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealersor agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discountsunder the Securities Act. The Selling Stockholder has informed us that it does not have any written or oral agreement or understanding,directly or indirectly, with any person to distribute the Shares.

Weare required to pay certain fees and expenses incurred by us incident to the registration of the Shares. We have agreed to indemnifythe Selling Stockholder against certain losses, claims, damages, and liabilities, including liabilities under the Securities Act.

Weagreed to keep this prospectus effective until the earlier of (i) the date on which the Shares may be resold by the Selling Stockholderwithout registration and without regard to any volume or manner-of-sale limitations by reason of rule 144, without the requirementfor us to be in compliance with the current public information requirements under Rule 144 of the Securities Act or any otherrule of similar effect or (ii) all of the Shares have been sold pursuant to this prospectus or Rule 144 of the Securities Actor any other rule of similar effect. The resale Shares will be sold only through registered or licensed brokers or dealers ifrequired under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may notbe sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration orqualification requirement is available and is complied with.

Underapplicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale Shares may not simultaneouslyengage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in RegulationM, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisionsof the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchasesand sales of the Common Stock by the Selling Stockholder or any other person. We will make copies of this prospectus availableto the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or priorto the time of the sale (including by compliance with Rule 172 under the Securities Act).

SHARESAVAILABLE FOR FUTURE SALES

Futuresales of our Common Stock in the public market, or the availability of such shares for sale in the public market, could adverselyaffect market prices prevailing from time to time. As described below, the sale of a portion of our shares will be limited afterthis offering due to contractual and legal restrictions on resale. Nevertheless, sales of our Common Stock in the public marketafter such restrictions, lapse, or the perception that those sales may occur, could adversely affect the prevailing market priceat such time and our ability to raise equity capital in the future.

As of October 3, 2018, there were 66,291,031shares of our Common Stock outstanding. The 3,335,000 Shares of Common Stock being offered by this Prospectus will be freely tradable,other than by any of our “affiliates” as defined in Rule 144(a) under the Securities Act, without restriction or registrationunder the Securities Act. In addition, 7,175,817 outstanding shares of our Common Stock were issued and sold by us in privatetransactions and those shares, as well as shares issuable on exercise of currently outstanding warrants and options are or willbe eligible for public sale if registered under the Securities Act or sold in accordance with Rule 144 under the Securities Act.These remaining shares are “restricted securities” within the meaning of Rule 144 under the Securities Act.

Rule144

Ingeneral, under Rule 144 of the Securities Act, as in effect on the date of this prospectus, any person who is not our affiliateat any time during the preceding three months, and who has beneficially owned the relevant shares of Common Stock for at leastsix months, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimitednumber of shares of our Common Stock into the public markets provided current public information about us is available, and, afterowning such shares for at least one year, including the holding period of any prior owner other than one of our affiliates, wouldbe entitled to sell an unlimited number of shares of our Common Stock into the public markets without restriction.

Aperson who is our affiliate or who was our affiliate at any time during the preceding three months, and who has beneficially ownedrestricted securities for at least six months, including the affiliates, is entitled to sell within any three-month period a numberof shares that does not exceed the greater of:

Salesunder Rule 144 by our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availabilityof current public information about us.

LEGALMATTERS

Thelegality of the securities offered hereby has been passed on for us by Baker & Hostetler LLP, Costa Mesa, California.

EXPERTS

Financialstatements for MJ Holdings, Inc. as of December 31, 2017 and 2016 and for each of the two years in the period ended December 31,2017 included in this prospectus, which constitutes a part of the registration statement, have been so included in reliance onthe report of Paritz & Company, P.A., an independent registered public accounting firm, appearing elsewhere hereinand in the registration statement, given on the authority of said firm as an expert in auditing and accounting. Paritz & Company,P.A.’s report, includes an explanatory paragraph related to MJ Holdings, Inc.’s ability to continue as a going concern.

WHEREYOU CAN FIND MORE INFORMATION

Wefile quarterly and current reports, proxy statements, and other information with the SEC. You can inspect and copy these reports,proxy statements, and other information that we file at the public reference facilities of the SEC at the SEC’s Public ReferenceRoom located at the SEC’s principal office at Room 1580, 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.You may obtain information on the operation of this public reference room by calling 1-800-SEC-0330. The SEC also maintains awebsite that contains reports, proxy and information statements, and other information regarding issuers that file electronicallywith the SEC. Our filings are available free of charge at the SEC’s website at www.sec.gov.

Youcan obtain copies of any of the documents incorporated by reference in this prospectus from us, or as described above, throughthe SEC or the SEC’s website. Documents incorporated by reference are available from us, without charge, excluding all exhibitsunless specifically incorporated by reference in the documents. You may obtain documents incorporated by reference in this prospectusby writing to us at the following address 3275 South Jones Boulevard, Las Vegas, Nevada 89146, Attention: Investor Relations,by emailing us at info@mjholdingsinc.com, or by calling us at (702) 879-4440. We also maintain a website, http://www.mjholdingsinc.com/ throughwhich you can obtain copies of the documents that we have filed with the SEC. We use our website as a channel of distributionfor material company information. Important information, including financial information, analyst presentations, financial newsreleases, and other material information about us is routinely posted on and accessible at http://www.mjholdingsinc.com/.The information set forth on, or accessible from, our website is not part of this prospectus.

INDEXTO FINANCIAL STATEMENTS

MJ HOLDINGS, INC.

Consolidated Balance Sheets

(Unaudited)

 The accompanying notes arean integral part of these unaudited consolidated financial statements.

MJ HOLDINGS, INC.

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral partof these unaudited consolidated financial statements.

MJ HOLDINGS, INC.

Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral partof these unaudited consolidated financial statements.

MJ HOLDINGS,INC.

Notes to theConsolidated Financial Statements

For the three and six months ended June30, 2018 and 2017

(Unaudited)

Note 1 — Nature of theBusiness

MJ Holdings, Inc.(“the Company”) is a holding company whose subsidiaries provide infrastructure, consulting and construction services,in addition to holding, and managing third party state issued cultivation and production licenses.

Our wholly owned subsidiary, Red Earth,LLC (“Red Earth”) is the holder of provisional Medical Marijuana Establishment Registration Certificate (the “Certificate”).

In April 2018,the State of Nevada finalized and approved the transfer of the provisional Medical Marijuana Establishment Registration Certificate(the “Certificate”) from our wholly owned subsidiary, Red Earth, LLC (“Red Earth”) to the Company. TheCertificate, when perfected, will allow the Company to commence legal marijuana cultivation activities in the State of Nevada.HDGLV, LLC, a wholly owned subsidiary of Red Earth, holds a triple-net leasehold, with an option to buy, on a 17,298 square-footbuilding, which will be home to our cultivation facility. We expect Phase 1 of this facility to be completed in the third quarterof 2018. We expect final approval by the State of Nevada, Department of Taxation of our Certificate and issuance of a BusinessLicense from the City of Las Vegas in the third quarter of 2018.

In April 2018,the Company entered into a management agreement with a Nevada company (the “Licensed Operator”) that holds a license,for the legal cultivation of marijuana for sale under the laws of the State of Nevada. The Licensed Operator has engaged us todevelop, manage, and operate a licensed cultivation facility on property owned by the Licensed Operator. At our sole cost and expense,we have agreed to complete the construction of a 120,000 square-foot outdoor grow facility, including the construction of an 8,000square-foot building and installation of security fencing, meeting the State of Nevada building codes and regulations. We expectto receive all necessary state and local approvals and complete construction of the facility to commence operations in the latterpart of the third quarter of 2018.

It is the Company’sintention to grow its business through the acquisition of existing companies and/or through the development of new opportunitiesthat can provide a 360-degree spectrum of infrastructure (dispensaries), cultivation/production management, and consulting servicesin the regulated cannabis industry.

Note 2 —Summary of Significant Accounting Policies

The accompanyingunaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in theUnited States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S.Securities and Exchange Commission (“SEC”). Accordingly, these consolidated financial statements do not include allof the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments(consisting of normal recurring accruals) considered necessary to make the consolidated financial statements not misleading havebeen included. The balance sheet at December 31, 2017, has been derived from the Company’s audited consolidated financialstatements as of that date.

The unauditedconsolidated financial statements included herein should be read in conjunction with the audited consolidated financial statementsand the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,that was filed with the SEC on July 27, 2018. The results of operations for the six months ended June 30, 2018, are not necessarilyindicative of the results to be expected for the full year or any further periods.

The unauditedconsolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balancesand transactions have been eliminated in consolidation.

The significantaccounting policies followed by the Company for interim reporting are consistent with those included in the Company’s AnnualReport on Form 10-K for the year ended December 31, 2017. There were no material changes to our significant accounting policiesduring the interim period ended June 30, 2018.

Note 3 —Going Concern

The Company’sfinancial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlementof liabilities and commitments in the normal course of business.

The Company’sprimary asset is a provisional Medical Marijuana Establishment Registration Certificate issued by the State of Nevada for the cultivationof medical marijuana. There is no assurance on the receipt and/or timing of final approvals from the appropriate authorities. TheCompany has not generated any revenues from inception (October 17, 2016) to June 30, 2018 and has an accumulated deficit of $1,157,410.These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

In the event theCompany experiences liquidity and capital resource constraints because of unanticipated operating losses, we may need to raiseadditional capital in the form of equity and/or debt financing. If such additional capital is not available on terms acceptableto us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidityand capital resources, any of which would have a material adverse effect on our financial position, results of operations, andour ability to continue in existence. These financial statements do not include any adjustments that might result from the outcomeof this uncertainty. 

Note 4 —Prepaid Expenses

Green Houses

On February 8, 2018 the Company enteredinto an agreement with an unrelated third party for the purpose of designing, purchasing and reselling green houses for sale. Underthe agreement the Company was to contribute its expertise in construction, and the other party their expertise in designing, procuringand operating green houses. In April of 2018 the third party informed the Company that it was unable to satisfy their dutiesunder the agreement due to unrelated hardships. Upon their departure the Company agreed with the purchasers to complete the agreement,which includes the design, purchase and installation of six (6) green houses to four (4) separate purchasers.

As of June 30, 2018, the Company had received$386,416 in deposits from the purchasers which were recorded as customer deposits on the balance sheet and had prepaid for themanufacture and sale of the green houses $335,163 as prepaid expenses related to the design, purchase and resale of green houses.

Management Agreement

On April 18, 2018 the Company entered intoa management agreement with a Nevada company (the “Licensed Operator”) that holds a cultivation license, such thatit can lawfully engage in the cultivation of marijuana for sale under the laws of the State of Nevada. The term of the agreementis for 8 years. The Licensed Operator has engaged the Company to develop, manage, and operate a licensed cultivation facility on3 acres of property owned by the Licensed Operator. The Company, at its sole cost and expense, has agreed to complete the constructionof an outdoor grow facility meeting the local and state building codes and regulations to cultivate marijuana.

Upon completion of the build-out of theoutdoor grow facility and obtaining the appropriate approvals from the local and state authorities, the Company has agreed to generatesales of at least $5 million per year from product cultivated from the outdoor grow facility. The Licensed Operator may terminatethe agreement if annual sales fall below the $5 million minimum requirement as defined in the agreement. Prior to the terminationof the agreement by the Licensed Operator, the Company may cure any applicable deficiency by paying 10% of the deficiency to theLicensed Operator.

Pursuant to the management agreement, theLicensed Operator will retain 15% of the net revenues generated from product cultivated from the outdoor grow facility and pay85% of the net revenues to the Company. Upon execution of the agreement, the Company paid $300,000 to the Licensed Operator asconsideration for the opportunity to construct and manage the outdoor grow facility on the Licensed Operator’s property.In exchange for the initial consideration, the Licensed Operator has agreed not to retain 15% of the first $2 million of net revenuesgenerated from the outdoor grow facility. In addition, once the outdoor grow facility begins production, the Company has agreedto pay the Licensed Operator $7,000 per month for compliance, security, and other administration costs incurred by the LicensedOperator during the term of the agreement.

As of June 30,2018, the Company recorded the $300,000 paid to the Licensed Operator as prepaid expenses.

Note 5 —Leasehold Improvements

On April 18, 2018the Company entered into a management agreement as described in Note 4, Management Agreement. Pursuant to that agreement the Companycommenced construction of the outdoor grow facility.

As of June 30,2018, the Company had incurred and capitalized $296,735 in costs associated with the construction of this facility.

During the quarterended June 30, 2018 the Company incurred costs associated with the development of an indoor grow facility located at 2310 WesternAvenue in Las Vegas, which holds a triple net leasehold interest in a 17,298 square-foot building where a provisional cultivationlicense to grow marijuana within the City of Las Vegas in the State of Nevada has been obtained. Once completed the Company intendsto operate as an indoor marijuana cultivation and an agritourism destination. Completion of this facility is expected in the thirdquarter of 2018. This facility is intended to serve as a draw for tourists who desire to visit, see, and learn about the inner-workingsof a cannabis cultivation facility.

As of June 30,2018, the Company had incurred and capitalized $81,502 in costs associated with the construction of this facility.

Note 6 —Intangible Assets

In October 2016,Red Earth entered into an Asset Purchase and Sale Agreement with the owner of a provisional Medical Marijuana Establishment RegistrationCertificate (the “Provisional Grow License”) issued by the State of Nevada for the cultivation of medical marijuanafor $300,000. To initiate the purchase and transfer the Provisional Grow License, the Company paid a $25,000 deposit to the sellerin October 2016. In February 2017, an investor advanced the Company $350,000 to fund the purchase of the ProvisionalGrow License.

The ProvisionalGrow License remains in a provisional status until the Company has completed the build out of a cultivation facility and obtainedapproval from the State of Nevada to begin cultivation in the approved facility. Once approval from the State of Nevada is receivedand the Company begins the cultivation process, the intangible asset will be amortized over its useful life.

Note 7 —Convertible Note Payable Due to Related Party

On December 15,2017, the Company issued a convertible note payable in the amount of $900,000 to the members of Red Earth. The managing partnerand 50% owner of Red Earth at the time of the transaction was Paris Balaouras, the Company’s Chief Executive Officer. Theconvertible note payable is due October 15, 2018. The note is convertible into shares of the Company’s common stock at theholder’s discretion at a conversion price of $0.75 per share. The note accrues interest, commencing six months from theissuance date, at a rate equal to one half of one percent (0.50%) per annum. Interest shall be payable on the maturity date orthe conversion date, if applicable.

The Company assessedthe embedded conversion feature of the note payable and determined that the fair value of the underlying common stock at inceptiondid not exceed the conversion price of the convertible note. Since, at the time the convertible note was issued, the Company’scommon stock had limited publicly traded volume, the Company based the fair value of the Company’s common stock on the salesof the Company’s common stock, which were sold at $0.75 per share.

In January 2018,the $900,000 convertible note payable due to a related party was repaid in full.

Note 8 —Capital Stock

During the six months ended June 30,2018, the Company sold and issued an aggregate of 795,333 shares of the Company’s common stock at $0.75 per share forgross proceeds of $596,500, $125,000 of which were received in July 2018. In addition, the Company received $200,000 pursuantto stock subscription agreements to purchase 266,667 shares of common stock at $0.75 per share, but the shares had not beenissued as of August 24, 2018.

During the six months ended June 30, 2018,the Company issued an aggregate of 6,448 shares of the Company’s common stock in exchange for professional services valuedat $4,836.

Note 9 — Warrants

Prior to the Reverse Merger, the Companyhad issued warrants as compensation for consulting services. The warrants expire between June 2019 and October 2019. The followingtable summarizes all stock warrant activity of the Company for the six months ended June 30, 2018:

Note 10 —Commitments and Contingencies

OperatingLeases

The Company leasesan office facility and a production / warehouse facility under two non-cancelable operating leases that expire in May 2019 andJune 2027, respectively. Future minimum rental and lease commitments under non-cancelable operating leases with terms in excessof one year as of June 30, 2018, are as follows:

Rent expense,including deferred rent expense of $209,881, incurred pursuant to operating leases for the six months ended June 30, 2018 and2017, was $105,316 and $0, respectively. 

Litigation

There areno legal proceedings which are pending or have been threatened against us or any of our officers, directors or control personsof which management is aware. 

Note 11 — Subsequent Events 

On July 1, 2018 the Company enteredinto a Corporate Advisory Agreement (“Advisory Agreement”) with a New York City based consulting company (the“Consultant”) to provide business management, corporate compliance and related services to MJ Holdings and its subsidiaries.The Advisory Agreement is for a term of 12 months and provides for payment for services to be rendered, pursuant to the AdvisoryAgreement, by the issuance of 14,444 shares of the Company’s common stock during the term of the Advisory Agreement. Theseshares are exempt from registration pursuant to Rule 144 of the Securities Act and such shares shall be restricted for a periodof two years from the date of issuance unless otherwise registered. The Advisory Agreement also grants to the Consultant an optionto acquire up to 10,000 additional shares of the Company’s common stock at a strike price to be determined. 

On August 9, 2018 (the “TransactionDate”), the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold and issued 2,500 sharesof its Series A Convertible Preferred Stock (the “Preferred Stock”) to a single institutional, accredited investorfor $1,000 per share or an aggregate subscription of $2,500,000. Subject to a standard “4.99% Beneficial Ownership Limitationblocker,” the Preferred Stock is convertible into 3,333,334 shares of the Company’s Common Stock at a conversion priceof $0.75 per share, subject to adjustment as described in the Certificate of Designation. 

The Company also entered into a RegistrationRights Agreement with the purchaser, pursuant to which the Company is obligated to file a registration statement with the Securitiesand Exchange Commission (the “Commission”), within 30 calendar days of the Transaction Date, to register for resalethe shares of common stock underlying the Preferred Stock. If the Commission has not declared the registration statement effectiveby the 60th calendar day following the Transaction Date (or, in the event of a “full review” by the Commission, the90th calendar day following the Transaction Date), or upon the occurrence of other events, then the Company shall pay to the purchaseran amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 4.0% multiplied by the aggregatesubscription amount paid by the purchaser pursuant to the Purchase Agreement on a monthly basis until the event has been cured. 

On August 13, 2018, the Company fileda Certificate of Designation of its Series A Convertible Preferred Stock with the Secretary of State of the State of Nevada todesignate a series of its convertible preferred stock, consisting of 2,500 shares. The stated value of each share of PreferredStock is $1,000. Subject to a standard “4.99% Beneficial Ownership Limitation blocker,” each share of Preferred Stockis convertible into shares of the Company’s common stock at any time or from time to time at a conversion price equivalentof $0.75 per share, subject to adjustment as described in Certificate of Designation. 

On August 13, 2018 (the “EffectiveTransaction Date”), the Company closed the transactions contemplated by an Exclusive Distribution Agreement (the “Agreement”).The Agreement is between the Company and a designer and seller (the “Seller”) of a series of related products, allof which are designed to be utilized to consume cannabis products by vaporizing oil and other products related thereto (the “Goods”).The Company has the exclusive right to distribute the Goods in the territory of Nevada (the “Territory”). The Agreementfurther requires the Company to advertise and market the Goods in the Territory. 

Pursuant to the terms of the Agreement,the Company purchased certain Goods from the Seller and tendered the sum of two million dollars ($2,000,000). The funds were transferredto the Seller on the Effective Transaction Date. The Seller has applied for patent protection in respect of one of the products.As of the date of this Current Report, the patent application is still pending. 

The initial term of the Agreement is forone year with additional successive one-year renewals, subject to certain standard termination provisions. The Agreement is subjectto standard termination provisions; however, the Seller has the option to terminate the Agreement, on 30 days’ written notice,if the Company fails to purchase a sufficient minimum quantity of Goods from the Seller. The Company has met its obligations forthe first year of the Agreement ($2,000,000). Thereafter, for each renewal term, the Company’s minimum purchase obligationfor the Goods is currently $500,000, subject to good faith negotiation at the end of each year. Notwithstanding the exclusivityprovided by the Agreement, the Seller reserves the right to sell Goods, directly or indirectly, to a specific retail group (the“Excluded Account”). In such event, the Seller shall pay to the Company a fee equivalent to 5% of the gross salesof the Goods that the Seller sold to an Excluded Account in Nevada. The Company, however, does not have the right to appoint sub-distributorsor sell Goods through any third party. In connection with the transactions contemplated by the Agreement, the Seller granted tothe Company a non-exclusive, non-transferrable, and non-sub licensable fully paid license agreement. The Agreement provides standardcross-indemnity provisions.

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Stockholders and Board of Directors of

MJHoldings, Inc.

LasVegas, NV

Opinionon the Financial Statements

Wehave audited the accompanying consolidated balance sheets of MJ Holdings, Inc. (the “Company”) as of December 31,2017 and 2016, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows forthe year ended December 31, 2017 and for the period from inception (October 17, 2016) to December 31, 2016, and the related notes(collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly,in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operationsand its cash flows for the year ended December 31, 2017 and for the period from inception (October 17, 2016) to December 31, 2016,in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described inNote 4 to the financial statements, the Company’s primary asset is a provisional Medical Marijuana Establishment RegistrationCertificate issued by the State of Nevada for the cultivation of medical marijuana. There is no assurance on the receipt and/ortiming of final approvals from the appropriate authorities. The Company has not generated any revenues from inception (October17, 2016) to December 31, 2017 and has an accumulated deficit of $362,521. These factors, among others, raise substantial doubtabout the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are describedin Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion onthe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public CompanyAccounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordancewith the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and thePCAOB.

Weconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to erroror fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financialreporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, butnot for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.

Ouraudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due toerror or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principlesused and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that our audits provide a reasonable basis for our opinion.

/s/Paritz & Company, P.A.

Wehave served as the Company’s auditor since 2011.

Hackensack,NJ

July26, 2018

MJHoldings, Inc.

ConsolidatedBalance Sheets

Asof December 31, 2017, and 2016

Seeaccompanying notes to financial statements

MJHoldings, Inc.

ConsolidatedStatements of Operations

Seeaccompanying notes to financial statements
 

MJHoldings, Inc.

ConsolidatedStatements of Changes in Stockholders’ Equity

Forthe year ended December 31, 2017 and from Inception (October 17, 2016) to December 31, 2016

Seeaccompanying notes to financial statements
 

MJHoldings, Inc.

ConsolidatedStatements of Cash Flows

Seeaccompanying notes to financial statements

MJHoldings, Inc.

Notesto the Consolidated Financial Statements

December31, 2017

Note1 — Description of Business

MJHoldings, Inc. is a holding company whose subsidiaries provide infrastructure, consulting and construction services, in additionto holding, and managing third party state issued cultivation and production licenses.

MJHoldings, Inc. was originally incorporated on November 17, 2006, as Securitas EDGAR Filings, Inc. under the laws of the Stateof Nevada. Prior to the formation of Securitas EDGAR Filings Inc., the business was operated as Xpedient EDGAR Filings, LLC, aFlorida Limited Liability Company, formed on October 31, 2005. On November 21, 2005, Xpedient EDGAR Filings LLC amended its Articlesof Organization to change its name to Securitas EDGAR Filings, LLC. On January 21, 2009, Securitas EDGAR Filings LLC merged intoSecuritas EDGAR Filings, Inc., a Nevada corporation. On February 14, 2014, we amended and restated our Articles of Incorporationand changed our name to MJ Holdings, Inc.

OnNovember 22, 2016, in connection with a plan to divest ourselves of our real estate business, we submitted to our shareholdersan offer to exchange (the “Exchange Offer”) our common stock for shares in MJ Real Estate Partners, LLC, (“MJRE”)a newly formed LLC formed for the sole purpose of effecting the Exchange Offer. On January 10, 2017, the Company accepted forexchange 1,800,000 shares of the Company’s common stock in exchange for 1,800,000 shares of MJRE’s common units, representingmembership interests in MJRE. Effective February 1, 2017, the Company transferred its ownership interests in the real estate propertiesand its subsidiaries, through which the Company held ownership of the real estate properties, to MJRE. MJRE also assumed the seniornotes and any and all obligations associated with the real estate properties and business, effective February 1, 2017.

ReverseMerger

OnDecember 15, 2017, we acquired all of the issued and outstanding membership interests of Red Earth LLC, a Nevada limited liabilitycompany (“Red Earth”) established in October 2016, in exchange for 52,732,969 shares of common stock of the Company,par value $0.001 and a Promissory Note in the amount of $900,000. The merger was accounted for as a reverse merger, whereby RedEarth was considered the accounting acquirer and became a wholly-owned subsidiary of the Company. As a result of the acquisition,the members of Red Earth became the beneficial owners of approximately 88% of the Company’s common stock immediately followingthe acquisition, obtained controlling interest of the Company, and retained key management positions of the Company. In accordancewith the accounting treatment for a “reverse merger” or a “reverse acquisition,” the Company’s historicalfinancial statements prior to the reverse merger will be replaced with the historical financial statements of Red Earth priorto the reverse merger, in all future filings with the U.S. Securities and Exchange Commission (the “SEC”). The consolidatedfinancial statements after completion of the reverse merger will include the assets, liabilities and results of operations ofthe combined company from and after the closing date of the reverse merger.

Note2 — Summary of Significant Accounting Policies

Principlesof Consolidation

Theconsolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Red Earth, LLC, HDGLV,LLC, Icon Management, LLC, and Prescott Management, LLC. Intercompany balances and transactions have been eliminated in consolidation.

Useof Estimates

Thepreparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affectthe amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required inthe determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Someof these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

FairValue of Financial Instruments

Fairvalue is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) inthe principal or most advantageous market for the asset or liability in an orderly transaction between market participants onthe measurement date. This topic also establishes a fair value hierarchy that requires classification based on observable andunobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data(observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Determiningwhich category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchydisclosures each quarter.

Financialinstruments include cash, payables, and debt obligations. Except as described below, due to the short-term nature of the financialinstruments, there are no financial instruments measured at fair value on a recovery basis.

Warrantsto Purchase Common Stock and Other Derivative Financial Instruments

Weclassify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlementor settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to ourown stock. We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to netcash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cashsettlement or settlement in shares (physical settlement or net-share settlement). We assess the classification of warrants issuedto purchase our common stock and any other financial instrument at each reporting date to determine whether a change in classificationbetween assets and liabilities is required.

Cash

Cashincludes cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawaland use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts.

TheCompany has cash in financial institutions in excess of Federally insured limits. However, the Company has not experienced anylosses in such accounts and believes it is not exposed to any significant credit risk on its cash balances. Cash exceeding federallyinsured limits amounted to $2,263,863 as of December 31, 2017.

DebtIssuance Costs 

Costsassociated with obtaining, closing, and modifying loans and/or debt instruments such as, but not limited to placement agent fees,attorney fees and state documentary fees are capitalized, netted against the carrying amount of the debt instrument, and chargedto interest expense over the term of the loan.

Long–lived Assets

Long-livedassets, including real estate property and intangible assets, are reviewed for impairment whenever events or changes in circumstancesindicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of theircarrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired,the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. We did notrecord any impairments of long-lived assets during the year ended December 31, 2017, and from inception (October 17, 2016) toDecember 31, 2016.

RevenueRecognition 

TheCompany recognizes revenue from the sales of products or services rendered when the following four revenue recognition criteriahave been met: persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the feeis fixed or determinable; and collectability is reasonably assured.

TheCompany has not generated any revenues for the year ended December 31, 2017, and from inception (October 17, 2016) to December31, 2016.

Stock-BasedCompensation 

TheCompany estimates the fair values of share-based payments on the date of grant using a Black-Scholes option pricing model, whichrequires assumptions for the expected volatility of the share price of our common stock, the expected dividend yield, and a risk-freeinterest rate over the expected term of the stock-based financial instrument.

Sincethe number of outstanding and free-trading shares of the Company’s common stock is limited and the trading volume is relativelylow, we do not have sufficient company specific information regarding the volatility of our share price on which to base an estimateof expected volatility. As a result, we use the average historical volatilities of similar entities within our industry as theexpected volatility of our share price.

Theexpected dividend yield is 0% as the Company has not paid any dividends on its common stock and does not anticipate it will payany dividends in the foreseeable future.

Therisk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant date with a remaining termequal to the expected term of the stock-based award.

Forstock-based financial instruments issued to parties other than employees, we use the contractual term of the financial instrumentsas the expected term of the stock-based financial instruments.

Theassumptions used in calculating the fair value of stock-based financial instruments represent our best estimates, but these estimatesinvolve inherent uncertainties and the application of management judgment. As a result, if factors change and we use differentassumptions, our stock-based compensation expense could be materially different in the future.

ConvertibleInstruments

TheCompany evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivativesand Hedging Activities.

ApplicableGAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivativefinancial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristicsand risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risksof the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract isnot re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separateinstrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

TheCompany accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcatedfrom their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsicvalue of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying commonstock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts underthese arrangements are amortized over the term of the related debt to their stated date of redemption.

OperatingLeases

TheCompany leases production and warehouse facilities and office space under operating leases. Operating lease agreements may containrent escalation clauses, rent holidays or certain landlord incentives, including tenant improvement allowances. Rent expense withscheduled rent increases or landlord incentives are recognized on a straight-line basis over the lease term, beginning with theeffective lease commencement date, which is generally the date in which the Company takes possession of or controls the physicaluse of the property.