8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report: June 24, 2014 (Date of earliest event reported)
MJ HOLDINGS, INC. (Exact name of registrant as specified in its charter)
NEVADA (State or other jurisdiction of incorporation)	333-167824 (Commission File Number)	20-8235905 (IRS Employer Identification No.)
4141 NE 2 Ave. #204-A Miami, FL 33137 (Address of principal executive offices and zip code)
(305) 455-1800 (Registrant's telephone number, including area code)
(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))

Item 1.01 Entry in to a Material Definitive Agreement.

On June 19, 2014, 5353 Joliet LLC, a wholly-owned subsidiary of MJ Holdings, Inc., (each individually and together referred to as “MJ Holdings”) acquired 5353 Joliet Street, Denver, Colorado for $2.214 million, exclusive of closing costs, pursuant to the terms of a purchase agreement dated June 19, 2014 by and between MJ Holdings and Z & P, LLC.

MJ Holdings, funded the acquisition with $414,000.00, cash which MJ Holdings had on hand and proceeds from the issuance of a secured promissory note in the amount of $1.8 million. The $1.8 million was provided pursuant to a promissory note (“Note”) and Loan and Security Agreement with Chemtov Mortgage Group, (“CMG”) an unaffiliated entity, wholly owned, by our co-CEO, Shawn Chemtov. CMG derives no financial benefit in connection with the transaction, and serves solely as a pass-through entity, having formed and sponsored 5353 Mortgage Loan LLC, a single purpose entity created solely for the purpose of this transaction. CMG has assigned all ownership and security interest granted to it pursuant to the Note and Loan and Security Agreement to 5353 Mortgage Loan LLC.

The Note bears interest at 10% per annum, provides for cash interest payments on a monthly basis, matures on June 1, 2016 and are callable  at the option of the Company at any time after June 19, 2015. MJ Holdings has guaranteed the Note and has pledged its ownership interest in 5353 Joliet LLC, and as such its fee-simple ownership interest in the 5353 Joliet property as security for the Note. The Note does not restrict the Company’s ability to incur future indebtedness.

5353 Joliet is a 22,144 square foot industrial building situated on 1.4 acres, built in 1980 and zoned I-B.

5353 Joliet, is 100% occupied by a tenant, who in connection with the purchase agreement, may continue to occupy the building pursuant to a triple net lease agreement with MJ Holdings, through September 19, 2014 for monthly rent of $11,070.

The foregoing description of the Loan and Security Agreement and Promissory Note is not complete and is qualified in its entirety by reference to the full text of the form of Loan and Security Agreement the Promissory Note, copies of which are listed and incorporated by reference as Exhibits 10.1 and 10.2, respectively, to this report, and are incorporated herein by reference. 

The Company has issued a press release reporting its entry into the Purchase Agreement and the private placement contemplated thereby, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

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 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
10.1*	Loan and Security Agreement
10.2*	Promissory Note
99.1*	Press Release of MJ Holdings, Inc. dated June 24, 2014

*Filed Herewith 

Signature

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.
By:	/s/ Adam Laufer
	Adam Laufer
	Co-Chief Executive Officer

Dated: June 24, 2014

EX-10.1

EXHIBIT 10.1

LOAN AND SECURITY AGREEMENT

This Loan and Security Agreement (the “Agreement”) effective this 19^th day of June, 2014 by and between Chemtov MORTGAGE GROUP CORP., a florida corporation (the “Lender”) whose mailing address is 4141 N. E. 2^nd Avenue, Suite 204-A, Miami, FL 33137, 5353 JOLIET LLC, a Florida limited liability company (the “Borrower) whose mailing address is 4141 N. E. 2^nd Avenue, Suite 204-A, Miami, FL 33137, and Weitz & Schwartz, P.A., whose mailing address is 900 S.E. 3^rd Avenue, Suite 204, Fort Lauderdale, FL 33316 (the “Escrow Agent”).

WHEREAS, Borrower is a Florida limited liability company that has as its sole member and manager, MJ Holding, Inc., a Nevada corporation authorized to do business in the State of Florida as MJ Holdings – FL, Inc. (“MJ”), which is the 100% owner of the Borrower; and

WHEREAS, Borrower is single purpose entity and is the owner of that certain real property located at 5353 Joliet Street, Denver, Colorado 80239 (the “Property”) as more particularly described on the attached Exhibit A, and

WHEREAS, Lender has provided Borrower with purchase money financing for the acquisition of the Property under the terms of that certain Promissory Note and Deed of Trust, copies of which are attached hereto as Exhibit B (the “Loan Documents”); and

WHEREAS, as a condition precedent to and a requirement for the Loan, Lender has required that the Borrower provide for additionally collateral as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitations, and other good and valuable consideration the receipt of which is acknowledged the parties agree as follows:

1. All of the foregoing recitals are true and correct.

2. Borrower has executed and delivered to Escrow Agent a Certificate representing the full and complete ownership interest of the Borrower, endorsed in favor of Lender, its successors and assigns, which Certificate shall be held by Escrow Agent in accordance with the following terms and conditions:

A. Until such time as Lender (which term shall include its successors and assigns) shall deliver to Escrow Agent a notice of default under the terms of the Loan and instructions to the Escrow Agent to deliver the Certificate to Lender, which instructions Lender may withhold in its sole and exclusive discretion, Borrower shall be entitled to all of the rights, title and interest in the Property and MJ shall be entitled to act as the sole Member/Manager; provided, however, that MJ shall not take any action which would cause any or all of its 100% ownership interest in the Borrower to be transferred, assigned, encumbered or otherwise impaired except as expressly provided in this Agreement;

B. Upon Escrow Agents receipt of the aforesaid notice of default and the Lender’s written instructions to deliver the Certificate, Escrow Agent shall provide written notice to Borrower of the Lender’s Notice of Default and instructions to deliver the Certificate to Lender. In the event that the Escrow Agent shall not receive a written objection from Borrower within five (5) business days of the delivery of the written notice, Escrow Agent shall deliver the Certificate to Lender and thereupon Escrow Agent shall be discharged from all its obligations under this Agreement.

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C. In the event that Escrow Agent shall receive a timely objection from the Borrower as to the Lender’s notice of default and instructions to deliver the Certificate to Lender, or in the event that the Borrower’s written notice to Escrow Agent gives the Escrow a reasonable basis for uncertainty as to its obligations hereunder, then in such event Escrow Agreement may, at its option: (1) take no action and hold the Certificate until an agreement is reached between the disputing parties, or until a judgment has been entered by a court of competent jurisdiction and the appeal period has expired thereon, or if appealed then until the matter has been finally concluded, and then to act in accordance with such final judgment; or (2) institute an action for declaratory judgment, interpleader or otherwise joining all affected parties and thereafter complying with the ultimate judgment of the court with regard to the disposition of the Certificate. In the event of any suit between Borrower and Lender wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, or in the event the Escrow Agent is otherwise joined in any action by or between the parties, the Escrow Agent shall be entitled to recover all attorney's fees and costs incurred, including costs and attorneys fees for appellate proceeding, if any, said fees and costs are to be charged and assessed as court costs against the non-prevailing party or parties, jointly and severally. Notwithstanding anything to the contrary herewith, Escrow Agent shall have no duty to determine the performance or non-performance of any term or condition of this Agreement or any agreements between the parties hereto and the duties of the Escrow Agent are limited to those stated herein.

3. Borrower hereby acknowledges that there currently exists no operating agreement for Borrower and that in the event that an operating agreement is entered into by MJ no membership interest shall be issued except to MJ consistent with the terms of this Agreement without the written consent of and under such conditions as Lender may require.

4. This Agreement shall constitute a security agreement with respect to the Certificate and all personal and intangible interests of the Borrower are secured hereby; and the Borrower hereby agrees to execute and deliver on demand and hereby irrevocably authorizes and appoints the Lender, the attorney-in-fact of the Borrower, to execute in the name of the Borrower deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements and comparable instruments as the Lender may require in order to impose, perfect or more effectively evidence the lien or security interest hereby created. In addition to any other rights and remedies provided herein or by law, the Lender shall be entitled to pursue any and all remedies of a secured party under the Uniform Commercial Code and other applicable statutes in the County of Broward, State of Florida, or such other place or places where the Certificate is located, it being hereby agreed that ten (l0) days' notice as to the time and place of any sale shall be reasonable.

5. Borrower has no defenses, claims, charges or cause of action against Lender, or any individual or entity comprising Lender, as to all sums due and owing to Lender under the Loan, all of which are in full force and effect.

6. Borrower shall provide such documentation as evidence of its authority to execute, deliver and perform the obligation of this Agreement and the instruments attached hereto as Exhibits, together with a UCC-1 Financing Statement in such form and substance as reasonably required by Lender.

7. The Borrower represents and warrants to Lender that:

A. The Borrower’s exact legal name is correctly stated in the initial paragraph of the Agreement. The Borrower warrants and represents that it is duly organized and validly existing under the laws of its state of organization; that it and/or its subsidiaries, if any, are duly qualified and in good standing in every other state in which the nature of their business shall require such qualification, and are each duly authorized by their manager and members, respectively, to enter into and perform the obligations under the Loan.

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B. The execution of the Loan Documents, and the performance by the Borrower will not violate any provision, as applicable, of its Articles of Organization, or of any law, other agreement, indenture, note, or other instrument binding upon the Borrower, or give cause for the acceleration of any of the respective obligations of the Borrower.

C. All authority from and approval by any federal, state, or local governmental body, commission or agency necessary to the making, validity, or enforceability of this Agreement and the other Loan Documents has been obtained.

D. The Borrower has good and marketable title to all of the property encumbered by the Loan Documents and all such property and assets are free and clear of mortgages, deeds of trust, pledges, liens, and all other encumbrances except for those in favor of Lender under the terms of the Loan Documents.

E. The Borrower have filed, paid, and/or discharged all taxes or other claims which may become a lien on any of their respective properties or assets, excepting to the extent that such items are being appropriately contested in good faith and for which an adequate reserve (in an amount acceptable to Lender) for the payment thereof is being maintained.

F. There is no claim, action, suit or proceeding pending, threatened or reasonably anticipated before any court, commission, administrative agency, whether State or Federal, or arbitration which will materially adversely affect the financial condition, operations, properties, or business of the Borrower or its subsidiaries, if any, or the ability of the Borrower to perform their obligations under the Loan Documents.

G. The representations and warranties made by Borrower to Lender in the other Loan Documents are true and correct in all respects on the date hereof.

H. The Loan Documents, when executed, shall constitute valid and binding obligations of the Borrower, the execution of such Loan Documents has been duly authorized by the parties thereto, and are enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally.

I. This is not a consumer transaction and none of the collateral was or will be purchased or held primarily for personal, family or household purposes.

8. All affirmative covenants contained in any of the Loan Documents, or other security documents executed by the Borrower which are described herein are hereby incorporated by reference herein.

9. To the fullest extent allowed by applicable law, if any one or more provisions contained in the Loan Documents shall be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained therein shall not in any way be affected or impaired thereby and shall otherwise remain in full force and effect.

10. This Agreement, the Promissory Note and any UCC-1 filing to perfect the security agreement provided herein shall be construed in accordance with and governed by the laws of the State of Florida.

11. The Borrower shall pay all federal or state stamps, taxes, or other fees or charges, if any are payable or are determined to be payable by reason of the execution, delivery, or issuance of the Loan Documents or any security granted to the Lender; and the Borrower agrees to indemnify and hold harmless the Lender against any and all liability in respect thereof.

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12. In the event the Borrower shall default in any of its obligations hereunder and the Lender believes it necessary to employ an attorney to assist in the enforcement or collection of the indebtedness of the Borrower to the Lender, to enforce the terms and provisions of the Loan Documents, to modify the Loan Documents, or in the event the Lender voluntarily or otherwise should become a party to any suit or legal proceeding (including a proceeding conducted under the Bankruptcy Code), the Borrower agree to pay the reasonable attorneys’ fees of the Lender and all related costs of collection or enforcement that may be incurred by the Lender. The Borrower shall be liable for such attorneys’ fees and costs whether or not any suit or proceeding is actually commenced.

13. If provisions of this Agreement shall conflict with any terms or provisions of the Loan Documents, the provisions of such Promissory Note or Deed of Trust shall take priority over any provisions in this Agreement.

14. All notices, requests, demands, waivers, and other communications given as provided in this Agreement will be in writing, and unless otherwise specifically provided in this Agreement, will be deemed to have been given: (i) if delivered in person, upon delivery, or (ii) if mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed to either Borrower or Lender at the addresses provided below on the second business day after deposit in the United States Mail if addressed to an address located in the same State in which the notice is being mailed or on the third business day after deposit in the United States Mail if addressed to an address located within a State other than the State in which the notice is being mailed, or (iii) if sent by overnight express delivery service, enclosed in a prepaid envelope and addressed to Lender or Borrower at the address provided below, on the first business day after deposit with the service, or (iv) if sent by facsimile, or other form of rapid transmission confirmed by mailing (as provided in this section), at substantially the same time as the rapid transmission. Any party may change its respective address as provided in this section by giving written notice of the change as provided in this section. The addresses for notice are:

Notice to Borrower: 5353 Joliet LLC .

4141 N.E. 2^nd Avenue, Suite 204-A

Miami, FL 33137

Attention: Shawn Chemtov

Notice to Lender: Chemtov Mortgage Group Corp.

4141 N.E. 2^nd Avenue, Suite 204-A

Miami, FL 33137

Attention: Shawn Chemtov

Notice to Escrow Agent: Weitz & Schwartz, P.A.

900 S.E. 3^rd Avenue, Suite 204

Fort Lauderdale, FL 33316

Attention: Eric R. Schwartz, Esq.

15. This Agreement may be executed by one or more parties on any number of separate counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. An electronically transmitted signature page shall constitute an original.

16. The Loan Documents embody the entire agreement between Borrower and Lender with respect to the Loan, and there are no oral or parol agreements existing between Lender and Borrower with respect to the Loan which are not expressly set forth in the Loan Documents.

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17. Whenever in this Agreement a party hereto is named or referred to, the heirs, legal representatives, successors and assigns of such parties shall be included, and all covenants and agreements contained in this Agreement by or on behalf of Borrower or by or on behalf of Lender shall bind and adhere to the benefit of their respective heirs, legal representatives, successors and assigns whether so expressed or not.

18. Borrower and Lender acknowledge and agree that nothing contained in this Agreement or in the other Loan Documents, and that nothing contained in any other instrument or document between Borrower and Lender relating to the Loan or Property, shall be construed to establish Borrower and Lender as joint ventures or partners.

19. All Exhibits to this Agreement shall be deemed incorporated herein by reference thereto.

The Borrower, Lender, and Escrow Agent have caused this Agreement to be duly executed under seal all as of the date first above written.

BORROWER:

5353 JOLIET LLC, a Florida limited liability company

BY:      MJ HOLDINGS – FL, INC., its Manager

BY:____________________________

      Shawn Chemtov, Chief Executive Officer

LENDER:

CHEMTOV MORTGAGE GROUP CORP., a Florida corporation

By:_______________________________

Name: Shawn Chemtov, President

ESCROW AGENT:

WEITZ & SCHWARTZ, P.A.

By:_______________________

     Eric R. Schwartz, V.P.

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EX-10.2

EXHIBIT 10.2

PROMISSORY NOTE

$1,800,000.00	Miami, Florida
	June 19, 2014

FOR VALUE RECEIVED, the undersigned, 5353 JOLIET LLC, a Florida limited liability company, whose post office address is 4141 N.E. 2^nd Avenue, Suite 204-A, Miami, FL 33137, hereinafter the “maker,” promises to pay to the order of CHEMTOV MORTGAGE GROUP CORP., a Florida corporation whose post office address is 4141 N.E. 2^nd Avenue, Suite 204-A, Miami, FL 33137, hereinafter the "Lender" the principal sum of One Million Eight Hundred Thousand and no/100 Dollars (U.S. $1,800,000.00) together with interest thereon at the annual rate of 10.0% per annum, from the date of this Note until maturity, both principal and interest being payable in Lawful Money of the United States, such principal sum and interest payable as follows:

Consecutive monthly installments in the amount of $15,000.00 per month, interest only, commencing on August 1, 2014, and on the 1^st day of each and every consecutive month thereafter through and including May 1, 2016. On June 1, 2016, the total outstanding unpaid principal amount and accrued interest shall be due and payable in full.

If a payment is more than ten (10) days late maker will be charged a late charge of ten percent (10%) of the payment amount. In the event that any payment is returned on account of insufficient or uncollected funds, maker shall additionally be liable for a return check charge of $25.00 and the Lender may require that all future payments be made by cashier’s check, money order or federal reserve wire transfer. Maker hereby understands and acknowledges that all charges and fees referred to in this paragraph arise out of and are intended to off-set predictable administrative costs and expenses which Lender shall suffer in the event of such delinquencies or returned checks; and such charges and fees shall not be deemed or construed to represent interest or penalties. Lender shall have no responsibility or liability for payments purportedly made hereunder but not actually received by Lender; and Borrower shall not be discharged from the obligation to make such payments due to loss of same in the mails or due to any other excuse or justification ultimately involving facts where such payments were not actually received by Lender.

THIS NOTE MAY NOT BE PREPAID IN PART. ANY PREPAYMENT IN FULL OF THIS NOTE DURING THE FIRST YEAR OF ITS TERM SHALL INCLUDE A PREPAYMENT CHARGE EQUAL TO ONE YEARS INTEREST ON THE PREPAID AMOUNT LESS INTEREST PAID PRIOR TO THE DATE OF SUCH PREPAYMENT.

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The term "Loan Documents" as used herein shall mean any and all of the documents heretofore, now, or hereafter executed by maker, by others or by maker and others which wholly or partly secure or were, are, or will be executed in connection with the indebtedness evidenced by this Promissory Note, including, but not limited to, the Deed of Trust, Security Agreement and Assignment of Rents, Loan and Security Agreement and UCC-1 Financing Statements, and associated Affidavits, disclosures and miscellaneous loan documentation.

The makers and endorsers of this note further agree to waive demand, notice of non-payment and protest, and in the event suit shall be brought for the collection hereof, or the same has to be collected upon demand of an attorney, to pay reasonable attorney's fees for making such collection. This Promissory Note shall be in default in the event all payments, including installment payments and payment of principal are not made in clear funds by 2:00 P.M. on the date upon which they are due. The principal sum upon default or acceleration, shall bear interest at the maximum rate of interest permitted by law from its due date, maturity, default, or post-judgment until paid. In the event of default, the post-judgment rate of interest will be equal to the default interest set forth herein and not the statutory post-judgment rate of interest. The prepayment charge as set forth in this Note shall apply in the event that a default under the terms and conditions of this Note results in the acceleration of the principal sum due hereunder, and the payee shall be entitled to recover the prepayment charge in addition default interest as provided herein. This note is secured by a mortgage of even date herewith and is to be construed and enforced according to the laws of the State of Florida, upon default in the payment of principal and/or interest when due, the whole sum of principal and interest remaining unpaid shall, at the option of the holders, become immediately due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of a subsequent default.

The maker and any endorsers, sureties, guarantors, a nd all others who are, or who may become liable for the payment hereof, severally expressly grant to the Lender a continuing first lien security interest in and authorize and empower the Lender, at its sole discretion, at any time after the occurrence of and default hereunder to appropriate and in such order as Lender may elect, apply to the payment hereof or to the payment of any and all indebtedness, liabilities and obligations of such parties to the Lender or any of Lender's affiliates, whether now existing or hereafter created or arising or now owned, or howsoever after acquired by Lender or any of Lender's affiliates (whether such indebtedness, liabilities and obligations are or will be joint or several, direct or indirect, absolute or contingent, liquidated or unliquidated, matured or unmatured) including, but not limited to, any letter of credit issued by Lender for the account of any such parties, any and all money, general or specific deposits, or collateral of any such parties now or hereafter in the possession of the Lender.

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The Maker, and any endorsers, sureties, guarantors and all others who are, or who may become liable for the payment hereof, severally, irrevocably, and unconditionally (a) Agree that any suit, action, or other legal proceeding arising out of or relating to this Promissory Note may be brought, at the option of the Lender, in a court of record of the State of Florida in Miami-Dade County, in the County of Denver, Colorado, or in any other court of competent jurisdiction; (b) Consent to the jurisdiction of each such Court in any such suit, action or proceeding; and (c) Waive any objection which it or they may have to the laying of venue of any such suit, action or proceeding in any such Courts.

Upon the happening of any of the following events, each of which shall constitute a “default” hereunder, all sums due hereunder shall thereupon or thereafter, at Lender's option, become immediately due and payable; (a) Failure of any obligor (which term shall mean and include each maker, endorser, surety, guarantor or other party liable for payment of or pledging collateral or security under this Note) to pay in full and with clear funds on or before the due date, any sum due hereunder or due by any obligor to Lender under any other Promissory Note or under any security instrument or written obligation of any kind now existing or hereafter created; (b) Occurrence of default under any of the Loan Documents or any other loan agreement or security instrument now or hereafter in effect which by its terms covers this Promissory Note or the indebtedness evidenced thereby; (c) filing of any petition under the Bankruptcy Code or any similar federal or state statute by or against any obligor or the insolvency of any obligor; (d) making of a general assignment by any obligor for the benefit of creditors, appointment of or taking possession by a receiver, trustee or custodian or similar official for any obligor or for any assets of any such obligor or institution by or against any obligor of any kind of insolvency proceedings or any proceeding for dissolution or liquidation of any obligor which is not dismissed within any proceeding for dissolution or liquidation of any obligor which is not dismissed within thirty (30) days of the filing thereof; (d) Entry of a final judgment against any obligor which is not satisfied or transferred to bond within thirty (30) days of the date of entry; (f) material falsity in any certificate, statement, representation, warranty or audit at any time furnished to Lender or on behalf of any obligor pursuant to or in connection with this Promissory Note, the Loan Documents or any loan agreement or security agreements now or hereafter in effect, which by its terms covers this Promissory Note for the indebtedness evidenced hereby or otherwise including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in any facts disclosed by any certificate, statement, representation, warranty or audit furnished to Lender; (g) Issuance of any writ or attachment or writ of garnishment or filing of any lien against any collateral or the property of any obligor which is not dismissed within thirty (30) days of the date of issuance or filing, whichever is applicable; (h) Taking of possession of any material collateral or of any substantial part of the property of any obligor at the instance of any governmental authority; (i) Dissolution, merger, consolidation, or reorganization of any obligor; (j) Assignment or sale by any obligor of any equity in any collateral secured by this Promissory Note without the prior written consent of Lender; or (k) Cancellation of any guaranty with respect hereto without the prior written consent of bank hereof; or (l) Occurrence of any default under any of the Loan Documents or obligation of maker or of any obligor to Lender.

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Lender shall have all of the rights and remedies of a creditor, mortgagee and secured party under all applicable law. Without limiting the generality of the foregoing, upon the occurrence of any default, as defined hereinabove, Lender may, at its option and upon ten (10) days prior written notice as to any monetary default and thirty (30) days prior written notice as to any non-monetary default, and maker’s failure to cure any such default within said time, and without further notice or demand (i) declare the entire unpaid principal and accrued interest accelerated and due and payable at once, together with any and all other liabilities of maker or any of such liabilities selected by Lender; and (ii) setoff against this Promissory Note all monies owed by Lender in any capacity to maker, whether or not due and also setoff against all other liabilities of maker to Lender all monies owed by Lender in any capacity to maker, and Lender shall be deemed to have exercised such right of setoff, and to have made a charge against any such money immediately upon the occurrence of such default, although made or entered on the books subsequent thereto. To the extent that any of the collateral is personal property and Lender elects to proceed with respect to it in accordance with the Uniform Commercial Code then, unless that collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Lender will give maker reasonable notice of the time and place of any public or private sale thereof. The requirement of notice as provided shall be met if such notice is, at the option of Lender, hand delivered, sent via expedited courier, or mailed, postage prepaid to maker, at the address given to Lender by maker, or any other address shown on the records of Lender at least five (5) days before the time of sale. Upon disposition of any collateral after the occurrence of any default hereunder, maker shall be and shall remain liable for any deficiency; and Lender shall account to maker for any surplus, but Lender shall have the right to apply all or part of such surplus (or to hold the same as reserve) against any and all other liabilities of maker to Lender.

If the calculation of interest or the imposition of a change in the rate of interest after acceleration upon default or the payment of any fees or other charges which are construed to be interest under applicable law, rule, or regulation in effect from time to time, result in an effective rate of interest higher than that permitted to be paid under applicable law, rule, or regulation in effect from time to time, then such charges shall be reduced by a sum sufficient to result in an effective rate of interest no greater than the maximum effective rate of interest to be paid under applicable law, rule or regulation in effect from time to time. Upon maturity of this Note, whether by acceleration or in due course, interest shall be recalculated over the actual life of the loan, based upon the amounts outstanding, and if the total amount of interest theretofore paid exceeds the amount permitted to paid under applicable law, rule or regulation in effect from time to time, the excess shall be credited to principal, or if such excess exceeds the principal amount due hereunder, refunded to maker.

The laws of the State of Florida shall govern the execution, interpretation, performance, enforcement, collection and all other aspects of this Note.

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AS A MATERIAL FACTOR IN INDUCING PAYEE TO MAKE THE LOAN EVIDENCED BY THIS NOTE AND ACCEPT THE DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND OTHER LOAN INSTRUMENTS, MAKER FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AGREES THAT ANY LITIGATION ARISING OUT OF OR INSTITUTED BY PAYEE OR ITS SUCCESSORS AND ASSIGNS TO ENFORCE ANY OF THE TERMS OF THIS NOTE SHALL BE TRIED WITHOUT JURY, AND NO JURY TRIAL SHALL BE SOUGHT OR MAINTAINED BY MAKER, ANY GUARANTOR, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THE LOAN EVIDENCED BY THIS PROMISSORY NOTE, THE DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS, AND OTHER LOAN DOCUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP AMONG MAKER AND PAYEE.

5353 JOLIET LLC, a Florida limited liability company

BY: MJ HOLDINGS, INC., a Nevada corporation

authorized to do business in the State of Florida

as MJ Holdings – FL, Inc., its Manager

BY:_________________________________

Shawn Chemtov, Chief Executive Officer

Payable At:

4141 N.E. 2^nd Avenue, Suite 204-A

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5

EX-99.1

EXHIBIT 99.1

MJ Holdings, Inc. Announces Initial Real Estate Acquisition in Denver, Colorado

Company acquires 22,000 square foot building zoned for marijuana grow operations; currently interviewing prospective tenants.

Miami, FL - MJ holdings, Inc. (OTCQB: MJNE) a Florida-based public company, today announced its initial acquisition of a 22,000 sq. ft. industrial building set on 1.4 acres of land, located at 5353 Joliet in Denver, CO. The building is equipped with solar paneling and is zoned for marijuana grow operations. The Company is currently in discussions with several tenants and has already received multiple letters of intent for the property.

“As one of the few publicly-traded real estate companies focused on the burgeoning regulated marijuana industry, we see a tremendous opportunity to address an underserved and growing area of the commercial real estate market,” said Shawn Chemtov, co-CEO of MJ Holdings, Inc. “As evidenced by the strong interest in this property, not only do we expect to quickly lease this property, we also hope to acquire and lease additional buildings to satisfy the demand of growers who submitted letters of intent.”

"The building MJ Holdings has acquired is class A industrial and the highest quality building of its size currently on the market. There will always be a demand for these types of buildings with net absorption continually reducing inventory", stated Joel Meranski, a Denver based realtor with Colliers International Realty, a unit of FirstService Corporation, who represented MJ holdings in purchasing the real estate.

MJ Holdings has already taken steps to upgrade the power capacity of the building to attract a large scale grow tenant. The building has 24 foot ceilings that can easily accommodate a stacked growing arrangement or a mezzanine, which can essentially double the buildings grow-able square footage to approximately 40,000 sq. ft.

MJ Holdings, Inc. provides real estate solutions and real estate backed financial products, including hard money loans and sale and lease back transactions to licensed operators. The Company is actively seeking licensed operators who require the right financial partner to help them expand their businesses by financing their real estate needs.

In addition to Colorado, MJ Holdings is exploring commercial real estate opportunities in multiple states, including its home state of Florida, which recently legalized medical marijuana. Florida also has another broader medical marijuana initiative on the November ballot which, subject to passage, would amend the Sunshine States' constitution.

About MJ Holdings

MJ Holdings, Inc., a publicly traded company (MJNE), acquires and leases real estate to licensed marijuana operators, including, but not limited to, providing complete turnkey growing space and related facilities to licensed marijuana growers and dispensary owners. Additionally, MJ Holdings plans to explore ancillary opportunities in the regulated marijuana industry. For more information please visit us at www.mjholdingsinc.com.

The Company does not and will not, until such time as Federal law allows, grow, harvest, distribute or sell marijuana or any substances that violate the laws of the United States of America.

Safe Harbor Statement

This press release contains certain forward-looking statements that are made pursuant to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words such as "expects," "anticipates," "plans," "believes," "scheduled," "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. These forward-looking statements concern MJ Holdings' operations, economic performance, financial condition, financial services and product offerings and are based largely on MJ Holding's beliefs and expectations. These statements

involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of MJ Holdings to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Certain of these factors and risks, as well as other risks and uncertainties are stated in MJ Holdings' Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in MJ Holdings' subsequent filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date of this press release, and MJ Holdings assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

Contact:

KCSA Strategic Communications

Jeffrey Goldberger / Philip Carlson

+1 212.896.1249 / +1 212.896.1233

jgoldberger@kcsa.com / pcarlson@kcsa.com