Current Report Filing (8-k)
09 October 2020 - 7:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 8, 2020 (October 1, 2020)
MJ
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55900
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20-8235905
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1300
South Jones Blvd., Suite 104, Las Vegas, NV 89146
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 702-879-4440
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value per share
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MJNE
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OTC
Markets “PINK”
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Forward-looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements can generally be identified by our use
of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,”
“estimate,” “believe,” “continue,” or other similar words. Readers of this report should be
aware that there are various factors that could cause actual results to differ materially from any forward-looking statements
made in this report. Factors that could cause or contribute to such differences include, but are not limited to, changes in general
economic, regulatory and business conditions in Colorado, and or changes in U.S. Federal law. Accordingly, readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
October 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Jim Kelly. The Agreement
became effective as of October 1, 2020.
Jim
Kelly Employment Agreement
Under the terms of the Kelly Agreement,
the Employee shall serve as the Company’s Interim Chief Financial Officer for a term of (i) the sooner of six (6) months,
or (ii) the completion of all regulatory filings, including but not limited to the Company’s 2019 Annual Report on
Form 10-K, the March 31, 2020 Quarterly Report on Form 10-Q, the June 30, 2020 Quarterly Report on Form 10-Q, the September 30,
2020 Quarterly Report on Form 10-Q and all required Current Reports on Form 8-K, with the Securities and Exchange Commission (“SEC”)
to bring the Company current with the SEC. The Employee shall receive a base salary of $24,000 annually, shall be eligible to
receive an annual discretionary bonus during the Term, based on performance criteria determined by the C-Suite of the Company
in its sole discretion, in an amount equal to up to 400% of the Employee’s base salary for the then current
fiscal year, and at commencement of the Term the Employee shall receive a grant of stock of 500,000 restricted shares
of the Company’s common stock.
Jim Kelly
From 2000 to the present, Mr. Kelly has served as the Founder and
Managing Member of Sunstate Futures, LLC, a National Futures Association registered firm. In addition, Mr. Kelly currently serves
as the President and Director of Capfin, a Cayman Islands monetary authority registered Foreign Investment Firm. From 1998 through
2007, Mr. Kelly served as the President of Sunstate Equity Trading, a National Association of Securities Dealers broker dealer.
From 1984 through 2009, Mr. Kelly held several securities licenses inclusive of: Series 7, 24, 27 and 63. Mr. Kelly serves as a
board level consultant to several public companies as well as securities clearing firms.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MJ
HOLDINGS, INC.
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Date:
October 8, 2020
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By:
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/s/
Roger Bloss
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Roger
Bloss
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Interim
Chief Executive Officer
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