UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 6, 2019 (October 15, 2018)

MJ BIOTECH, INC.

(Exact name of registrant as specified in its charter)




Wyoming	000-54616	45-2282672
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

109 East 17^th Street, Suite 80

Cheyenne, Wyoming 82001

(Address of principal executive offices, including zip code)

(561) 523-3830

(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 (see General Instruction A.2. below):

[ ] 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 8.01 Other Events.

On October 15, 2018 the Company reported on Form 8-K that the Company entered into a non-binding Letter of Intent on October 4, 2018 for the acquisition of an operating Cannabis Farm located in Oregon..

The Closing as, set forth in the Letter of Intent, was subject to due diligence and regulatory approval. As a result of the Company’s due diligence, management of the Company determined that it was not in the best interest of the Company to proceed with the transaction at this time, and on February 4, 2019 the Letter of Intent was terminated.

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 BIOTECH, INC


Dated February 6, 2019	By:	/s/ Maxine Pierson
		Maxine Pierson
		Chief Executive Officer

MJ BIOTECH, INC. 8-K/A