MJ Holdings, Inc. (Form: 8-K, Received: 05/21/2021 16:31:31)

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): May 21, 2021 (May 18, 2021)

MJ Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-55900	20-8235905
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

7320 S. Rainbow Blvd., Suite 102-210, Las Vegas, NV 89139

(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		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		MJNE		OTC Markets “PINK”

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 18, 2021, the Company entered into two Corporate Advisory Agreements with GYB, LLC, a Utah limited liability company.

Corporate Advisory Agreement (Research & Development)

Under the terms of the Research & Development Agreement (the “Research Agreement”), GYB, LLC (the “Advisor”) shall report to Company, in writing, on a quarterly basis beginning on July 1, 2021, on the status of the psychedelics industry including, but not limited to, those areas of importance identified in the Recitals, identify entities operating within the legally regulated psychedelics industry that may be suitable as a potential acquisition or merger candidate and other such services the parties agree upon. The Research Agreement has a term of one year and begins on May 18, 2021. As compensation for the services provided, the Company shall pay the Advisor $310,000 upon execution of the Research Agreement.

Corporate Advisory Agreement (M&A and Funding)

Under the terms of the M&A and Funding Agreement (the “M&A Agreement”), GYB, LLC (the “Advisor”) shall identify prospective funding sources, identify potential companies for acquisition within the cannabis industry, identify pertinent technology companies that drive-up point of sale solutions and other such services the parties agree upon. The M&A Agreement has a term of two years and begins on May 18, 2021. As compensation for the services provided, the Company shall pay the Advisor $290,000 upon execution of the M&A Agreement.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit No.		Description
10.1		Corporate Advisory Agreement (Research & Development) between the Company and GYB, LLC dated May 18, 2021
10.2		Corporate Advisory Agreement (M&A and Funding) between the Company and GYB, LLC dated May 18, 2021

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.

	MJ HOLDINGS, INC.

Date: May 21, 2021	By:	/s/ Roger Bloss
		Roger Bloss
		Interim Chief Executive Officer

Exhibit 10.1

Corporate Advisory Agreement

(Research & Development)

This Agreement made this 18th day of May 2021 by and between GYB, LLC, a Utah limited liability company (hereinafter “Advisor”) with a principal place of business located at 3421 S 500 W, Salt Lake City, UT 84115 and MJ Holdings, Inc., a Nevada corporation with principial lace of business located at 7320 S. Rainbow Blvd, #102-210, Las Vegas, NV 89139

Recitals

Whereas Advisor has experience and contacts in the financial services and capital markets industries and among private accredited and institutional investors, and

Whereas Advisor has experience in certain areas of research and development regarding cannabis and psychedelics, and

Whereas Advisor will utilize his best efforts to bring such information to the attention of Company, and

Whereas Company, while having no current intent in entering the cultivation or production of psychedelics is aware that said industry is [need language here: development in foreign countries, use to avoid addictives, benefits to mental health/PDSD, etc.] an emerging industry that is potentially aligned with the future growth interests of Company, and

Whereas should Company desire to engage in the psychedelics industry, Company would benefit from having advance knowledge of the opportunities, barriers to entry, evolution of legislation, etc. are of import and impact, and

Whereas Advisor will research such opportunities, barriers to entry, evolution of legislation, etc., and will regularly report on the status of same to Company,

Therefore, the parties hereto agree as follows:

1)	The above recitals are true and correct and are incorporated herein.

2)	TERM – This Agreement shall be a one (1) year agreement and commence on the effective date of this agreement.

3)	SCOPE OF ENGAGEMENT – Duties shall include, but not be limited to the following:

	a)	Advisor shall report to Company, in writing, on a quarterly basis beginning with July 1, 2021, on the status of the psychedelics industry including, but not limited to, those areas of importance identified in the Recitals.
	b)	Advisor shall identify entities operating within the legally regulated psychedelics industry that may be suitable as a potential acquisition or merger target of the Company. Notwithstanding, Advisor shall not engage any such entity without the express written permission of Company and then, only to the extent specifically set forth in such instructions. At no time shall Advisor represent or infer to any such entity that it is an officer or employee of Company.
	c)	Advisor shall provide all such other services as the parties hereto mutually agree upon.

4)	COMPENSATION – For services performed from date hereof through May 31, 2023, the sum of $310,000 to be paid upon the execution of this agreement.

5)	EXPENSES – Company shall reimburse Advisor for all reasonable out of pocket expenses incurred by Advisor on behalf of Company only upon previous approval, in writing, by Company. Advisor shall submit monthly expense statements with receipts attached thereto and Company shall reimburse Advisor in a timely manner for approved expenses.

6)	COMPANY’S DUTIES – Company’s Officers and Directors shall make themselves reasonably available to consult with Advisor. Company will determine whether it is advisable for Company representatives to attend meetings, conference calls or otherwise communicate with any prospective investor, prospect or otherwise, (b) Advisor is responsible for all normal and ordinary expenses of its operations including office space, phone and internet service, personnel, etc. Except as otherwise specifically set forth herein, Advisor is not an agent or business partner of Company and shall not represent or infer otherwise to any third party.

7)	BREACH – Any alleged breach of this agreement shall be communicated to the breaching party in writing via Notice; see paragraph 7, below. The party against whom the claim has been made shall have fifteen days (15) from the date of Notice to cure the alleged breach or such time as may be commercially reasonable to commence to cure same and diligently pursue cure to completion in a timely manner; which time may be less than fifteen (15) days. Failure to cure the alleged breach in a timely manner shall allow the aggrieved party to terminate this agreement pursuant to the terms herein below.

8)	NOTICES – All notices shall be sent via email, overnight courier or hand delivery to the address first indicated hereinabove unless the parties have given reasonable Notice of a change of address.

9)	FORCE MAJEURE – Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is proximately and materially caused by conditions beyond its control including, but not limited to Acts of God (natural disasters i.e. earthquakes, hurricanes, floods), Government restrictions, wars, acts of terrorism, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

10.	TERMINATION - Company may terminate this agreement without cause upon sixty (60) days’ notice to Advisor provided. Should any breach remain uncured after Notice of such Breach then termination of this Agreement shall be effective without further notice upon the expiration of the cure period. Advisor may, upon Notice and opportunity to cure, terminate this agreement upon failure of Company to timely cure.

11.	APPLICABLE LAW – The laws of the State of Nevada shall apply to all provisions and paragraphs of this agreement. Jurisdiction for any claim for breach or otherwise shall be, consistent with the Arbitration Clause, below in paragraph 11, in Clark County, NV.

12.	ARBITRATION – Any unresolved claim of breach or material dispute arising hereunder shall be brought before an arbitrator or arbitration panel pursuant to the Commercial Arbitration Rules of the American Arbitration Association and consistent with Paragraph 10, above.

13.	NO WAIVER – Should any language or clause of this agreement be determined to be void then only that language shall be deleted herefrom and the requirements of no other paragraphs herein shall be deemed waived by either party or invalid.

14.	FACSIMILE – Executed documents exchanged by the parties hereto, including this Agreement, shall be deemed to be originally executed if communicated and delivered via facsimile.

The Parties hereto agree as of the date first written hereinabove.

ADVISOR: GYB, LLC


Dimitrios A. Deslis – Manager/ Authorized Agent


COMPANY: MJ Holdings, Inc


Paris Balaouras, Chairman, Founder, CCO

Wire Information

GYB, LLC

3421 S 500 West

Salt Lake City, UT 84115

JP Morgan Chase

270 Park Avenue

New York, NY 10017

ABA#: 124001545

Account #: 662052361

Exhibit 10.2

Corporate Advisory Agreement

(M&A and Funding)

This Agreement made this 18th day of May 2021 (Effective Date) by and between GYB, LLC, a Utah limited liability company (hereinafter “Advisor”) with a principal place of business located at 3421 S 500 W, Salt Lake City, UT 84115 and MJ Holdings, Inc., a Nevada corporation with principial lace of business located at 7320 S. Rainbow Blvd, #102-210, Las Vegas, NV 89139.

RECITALS

Whereas Advisor has experience and contacts in the financial services and capital markets industries and among private accredited and institutional investors and lenders to assist Company in accessing additional capital, including, but not limited to, equity financing, structured financing, structured debt, convertible debt and/or preferred debt,

Whereas Advisor has experience in mergers and acquisitions (“M&A”), joint ventures, partnerships, purchase option agreements and other asset acquisition models,

Whereas Company is desirous of utilizing Advisor’s core competencies and business acumen for the purpose of examining opportunities for corporate investments, seeking sources of debt or similar funding for Company and identifying potential targets for merger or acquisition,