MJ HOLDINGS, INC. (OTCMKTS:MJNE) Files An 8-K Other Events

Item 8.01 Other Events.

MJ Holdings, Inc. (OTCQ: MJNE) announced today an offer to
exchange (the Exchange Offer) MJ Holdings, Inc. (MJ) common stock
for shares in MJ Real Estate Partners, LLC, (MJRE) an LLC formed
for the sole purpose of effecting the Exchange Offer.

Shareholders who participate in the Exchange Offer will receive
one MJRE common unit for each share of MJ Holdings common stock
accepted in the Exchange Offer. MJ Holdings shares tendered and
accepted for exchange will reduce the outstanding shares of MJ
Holdings. Subsequent to the successful completion of the Exchange
Offer MJRE will serve as a holding company for the real estate
assets and business previously owned by MJ Holdings.

The MJ Real Estate Partners separation is due to our inability to
scale and expand our real estate business as previously planned
and our intention to engage in business opportunities where we
believe we have greater growth opportunities and to which capital
will be more readily available.

In connection with the Exchange Offer, a prospectus dated
November 22, 2016 (the Prospectus) was distributed to
shareholders of record as of October 25, 2016. The Exchange Offer
will expire at 12:00 midnight, New York City time, on January 9,
2017 unless extended or terminated by MJ Holdings. Holders of MJ
Holdings common may obtain copies of the Prospectus, other
related documents, and any other information that MJ Holdings
files electronically with the SEC free of charge at the SECs
website at http://www.sec.gov. Alternatively, Island Stock
Transfer, the exchange agent for the Exchange Offer, will, upon
request, arrange to send the Prospectus to holders of MJ Holdings
common stock who call (727) 289-0010.

The Exchange Offer will be made solely by the Prospectus. The
Prospectus contains important information about the Exchange
Offer, MJ Holdings, MJ Real Estate Partners and related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BEFORE
MAKING ANY INVESTMENT DECISION, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. None of MJ Holdings, MJ Real Estate Partners or any
of their respective directors or officers makes any
recommendation as to whether you should participate in the
Exchange Offer.

Certain information contained in the offering Prospectus is
furnished herewith as Exhibit 99.1 and is incorporated herein by
reference. The information in Exhibit 99.1 shall not constitute
an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of the MJ Real Estate Partner common
units in any state in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state. The MJ Real Estate Partner
common units have not been, and will not be, registered under the
Securities Act of 1933, as amended (the Securities Act), or the
securities laws of any other jurisdiction. MJ Holdings may not
offer or sell the Common Units unless the offer or sale would
qualify for a registration exemption under the Securities Act and
applicable state securities laws.

MJ Holdings, is a voluntary filer and is not required to make
filing as prescribed under Section 13(a) or 15(d) of the Exchange
Act.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking
statements as defined under U.S. federal securities laws. These
statements reflect managements current knowledge,
assumptions, beliefs, estimates, and expectations and express
managements current views of future performance, results, and
trends and may be identified by their use of terms such as
anticipate, believe, could, estimate, expect, intend, may, plan,
predict, project, will, and other similar terms. Forward-looking
statements are subject to a number of risks and uncertainties
that could cause our actual results to materially differ from
those described in the forward-looking statements. Readers should
not place undue reliance on forward-looking statements. Such
statements are made as of the date hereof, and we undertake no
obligation to update such statements after this date.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description

99.1* Exchange Offer Prospectus and Instructions for Exchange
dated November 22, 2016

99.2* Exchange Offer Instruction Forms

*Filed Herewith

About MJ HOLDINGS, INC. (OTCMKTS:MJNE)



MJ HOLDINGS, INC. (OTCMKTS:MJNE) Recent Trading Information

MJ HOLDINGS, INC. (OTCMKTS:MJNE) closed its last trading session up +0.05 at 1.05 with shares trading hands.