CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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))

Item 1.01.     Entry Into A Material Definitive Agreement.

On September 24, 2014, MJ Havana LLC, a wholly-owned subsidiary of MJ Holdings, Inc. (each individually and together referred to as “MJ Holdings”) acquired the property located at 503 Havana Street in Aurora, Colorado (the “Property”) for $756,000, exclusive of closing costs, from Keith C Price and Kathleen Price.

MJ Holdings, funded the acquisition with cash it had on hand.

The Property is 23,625 square feet with a 1,250 square foot building. The Property is zoned B-2 and has been approved by the city of Aurora as a retail dispensary for recreational marijuana.

On September 24, 2014 MJ Holdings and Lightshade Labs LLC (the "Tenant") entered into a lease agreement for the Property (the “Lease.”) The Lease is for a term of 10 years and a total rent obligation of approximately $1,547,624. Insurance and real property taxes shall be paid by the Registrant and subsequently charged to the Tenant as additional rent, based on the actual expense incurred. Pursuant to the terms of the Lease MJ Holdings has agreed to contribute $150,000 to improvements to the Property.

Upon the expiration of the term of 10 years, the Tenant has the option to renew the Lease for one additional ten year term, on the same terms as provided in the Lease. During the third year of the Lease, and subject to the Lease the Tenant may exercise an option to purchase the Property.

In connection with the Lease, the principal owners of Lightshade Labs LLC have agreed to guarantee the performance of the obligations of the Tenant thereunder.

The foregoing description of the Lease is not complete and is qualified in its entirety by reference to the full text of the Lease, a copy of which is filed as Exhibit 10.1 to this Report, and is incorporated herein by reference.

The Company has issued a press release reporting its entry into the Lease, which is filed herewith as Exhibit 99.1.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) 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.

EXHIBIT INDEX