UOKA / MDJM Ltd - Depositi SEC, Relazione annuale, dichiarazione di delega

MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: UOKA) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: UOKA) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of MDJM LTD (the “Company”) will be held on September 22, 2025, at 10:00 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the foll

THIS PROXY CARD

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: MDJM LTD Annual General Meeting of Shareholders September 22, 2025 10:00 am Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MDJM LTD The undersigned shareholder of MDJM LTD, a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Noti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regis

MDJM LTD Announces Receipt of Nasdaq Delisting Determination and Plan to Request a Hearing before the Nasdaq Hearings Panel

Exhibit 99.1 MDJM LTD Announces Receipt of Nasdaq Delisting Determination and Plan to Request a Hearing before the Nasdaq Hearings Panel LETHAM, Scotland, April 25, 2025 /PRNewswire/ - MDJM LTD (Nasdaq: UOKA) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, today announced that the Company received a staff determination letter (the “Letter”), on April 23, 20

Date: April 14, 2025

Exhibit 15.2 Date: April 14, 2025 To: MDJM LTD Floor 17, No.1, Guan Tang Building, No.14 Yujiang Road, Hexi District , Tianjin City, The People’s Republic of China Dear Mesdames/Sirs, We consent to the references to our firm under the mentions of “PRC Counsel” in connection with the annual report of MDJM LTD (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024, including all am

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mengnan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-278269) and the Registration Statements on Form F-3 (File No. 333-282701 and File No. 333-261347) of our report dated April 14, 2025 with respect to our audits of the consolidated financial statements of MDJM LTD as of Dec

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siping Xu, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mengnan Wang, Chief Financial Officer of the Company, certify, pursuant to 18

Insider Trading Compliance Manual MDJM LTD Adopted [ ], 2025

Exhibit 11.2 Insider Trading Compliance Manual MDJM LTD Adopted [ ], 2025 In order to take on an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors, and other related individuals, the Board of Directors (the “Board”) of MDJM LTD, an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Compa

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siping Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: UOKA) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: UOKA) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “Meeting”) of MDJM LTD (the “Company”) will be held on April 28, 2025, at 10:00 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the f

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting:

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting: MDJM LTD Extraordinary General Meeting of Shareholders 28 April 2025 10:00 am Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MDJM LTD The undersigned shareholder of MDJM LTD, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Noti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regis

Termination of Exclusive Business Cooperation Agreement

Exhibit 10.1 Termination of Exclusive Business Cooperation Agreement Party A: Beijing Mingda Jiahe Technology Development Co., Ltd Address: 1227, 6th Floor, Building C3, No.1 Huangchang West Road, Dougezhuang, Chaoyang District, Beijing Party B: Mingda Jiahe (Tianjin) Co., Ltd (Formerly known as Tianjin Mingda Jiahe Real Estate Co., Ltd.) Address: 7162 E-commerce Building, No.16 Lhasa Road, Heping

Termination Agreement of Equity Pledge Agreement

Exhibit 10.3 Termination Agreement of Equity Pledge Agreement Party A (pledgee): Beijing Mingda Jiahe Technology Development Co., Ltd Address: 1227, 6th Floor, Building C3, No.1 Huangchang West Road, Dougezhuang, Chaoyang District, Beijing Party B (pledgor): [Shareholder Name] Party C: Mingda Jiahe (Tianjin) Co., Ltd (Formerly known as Tianjin Mingda Jiahe Real Estate Co., Ltd.) Address: 7162 E-co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regis

Termination Agreement of Exclusive Option Agreement

Exhibit 10.2 Termination Agreement of Exclusive Option Agreement Party A: Beijing Mingda Jiahe Technology Development Co., Ltd Address: 1227, 6th Floor, Building C3, No.1 Huangchang West Road, Dougezhuang, Chaoyang District, Beijing Party B (shareholder of Mingda Jiahe (Tianjin) Co., Ltd.): Xu Siping, Li Yang, Ding Xia, Ma Qiang, Zhang Liang, Guo Meina, Huang Zhenyuan, Wang Mengnan, Zhang Jie, Cai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the re

MDJM LTD ( NASDAQ : UOKA ) INVESTOR PRESENTATION December 2024

Exhibit 99.1 MDJM LTD ( NASDAQ : UOKA ) INVESTOR PRESENTATION December 2024 This presentation contains or may contain forward - looking statements about our plans and future outcomes, including without limitation, statements containing the words “anticipates,” “projected,” “potential,” “believes,” “expects,” “plans,” “estimates” and similar expressions. Such forward - looking statements involve kn

MDJH / MDJM Ltd / Xu Siping - SC 13G/A Passive Investment

SC 13G/A 1 tm2428149d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MDJM LTD (Name of Issuer) Ordinary Shares, $0.001 Par Value (Title of Class of Securities) G59290109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the re

MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of MDJM LTD (the “Company”) will be held on 20 December 2024, at 10:00 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the follow

THIS PROXY CARD

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: MDJM LTD Annual General Meeting of Shareholders 20 December 2024 10:00 am Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MDJM LTD The undersigned shareholder of MDJM LTD, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the re

MDJM LTD

MDJM LTD Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

As filed with the U.S. Securities and Exchange Commission on October 17, 2024

As filed with the U.S. Securities and Exchange Commission on October 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S

Calculation of Filing Fee Tables (Form Type) MDJM LTD (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities

Calculation of Filing Fee Tables F-3 (Form Type) MDJM LTD (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Fee Proposed Calculation Maximum Maximum Security or Carry Offering Aggregate Amount of Security Class Forward Amount Price Per Offering Registration Type Title Rule Registered(1) Unit Price Fee Rate Fee Fees to Be Paid Equity Ordinary Shares, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the r

MDJM LTD TABLE OF CONTENTS

Table of Contents Exhibit 99.1 MDJM LTD TABLE OF CONTENTS Unaudited Condensed Consolidated Financial Statements Page Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 F-1 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2024 and 2023 F-2 Unaudited Condensed Consolidated Statements of Changes in Sharehol

MDJM Ltd Announces $2.45 Million Private Placement

Exhibit 99.1 MDJM Ltd Announces $2.45 Million Private Placement LETHAM, Scotland, September 11, 2024 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, today announced that it has entered into a securities purchase agreement with institutional investors to raise approximately $2.45 million in aggregate proceeds, before de

[FORM OF SERIES A WARRANT]

Exhibit 4.1 [FORM OF SERIES A WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the r

[FORM OF SERIES B WARRANT]

Exhibit 4.2 [FORM OF SERIES B WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2024, is by and among MDJM LTD, a company incorporated under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 11, 2024, is by and among MDJM LTD, a company incorporated under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries

[Signature Page to Placement Agency Agreement] ADDENDUM A INDEMNIFICATION PROVISIONS

Exhibit 10.2 September 11, 2024 Mr. Siping Xu Chief Executive Officer MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom Dear Mr. Xu: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and MDJM LTD, a Cayman Islands company (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the r

Revision and restatement of cooperation agreement for Fernie Castle Chinese Garden Construction Project

Exhibit 10.1 Revision and restatement of cooperation agreement for Fernie Castle Chinese Garden Construction Project Date of Execution: September 11, 2024 Project name: Fernie Castle Chinese Garden construction procurement and construction Project location: Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom Consignor (Party A) : MDJM LTD and MD LOCAL GLOBAL LIMITED Construction Party (Part

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mengnan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-278269) and the Registration Statement on Form F-3 (File No. 333-261347) of our report dated April 29, 2024 with respect to our audits of the consolidated financial statements of MDJM LTD as of December 31, 2023 and 2022,

Date: April 26, 2024

Exhibit 15.2 Date: April 26, 2024 To: MDJM LTD Floor 16, No.1, Vanke TIMES Center, Anshanxi Road, Nankai District, Tianjin City, The People’s Republic of China Dear Mesdames/Sirs, We consent to the references to our firm under the mentions of “PRC Counsel” in connection with the annual report of MDJM LTD (the “Company”) on Form 20-F for the fiscal year ended December 31, 2023, including all amendm

MDJM LTD COMPENSATION RECOVERY POLICY Effective November 29, 2023

Exhibit 97.1 MDJM LTD COMPENSATION RECOVERY POLICY Effective November 29, 2023 In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and the listing standards of the national securities exchange (the “Exchange”) on which the securities of MDJM LTD (the “Company”) are listed, the Company’s Board of Directors (the “Board”) ha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siping Xu, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mengnan Wang, Chief Financial Officer of the Company, certify, pursuant to 18

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siping Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.

As filed with the U.S. Securities and Exchange Commission on March 27, 2024

As filed with the U.S. Securities and Exchange Commission on March 27, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.

Calculation of Filing Fee Tables (Form Type) MDJM LTD (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables            S-8          (Form Type) MDJM LTD (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Security Fee Amount Proposed Fee Rate Amount of Type Class Calculation Registered(1) Maximum Maximum Registration Title Rule Offering Aggregate Fee Price Per Offering Unit(2) Price Fees to be Paid Equity Ordinary shares, par value $0.

MDJM LTD 2024 EQUITY INCENTIVE PLAN

Exhibit 10.1 MDJM LTD 2024 EQUITY INCENTIVE PLAN 1.     Purposes of the Plan. The purposes of the MDJM LTD 2024 Equity Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s shareholders, and to thereby promote the Company’s lon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the r

MDJM LTD TABLE OF CONTENTS

Table of Contents Exhibit 99.1 MDJM LTD TABLE OF CONTENTS Unaudited Condensed Consolidated Financial Statements Page Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 F-1 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2023 and 2022 F-2 Unaudited Condensed Consolidated Statements of Changes in Sharehol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the r

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice & Proxy Statement and the Annual Report are available at www.mdjhchina.com. MDJM LTD Annual General Meeting of Shareholders October 19, 2023 3:00 p.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MDJM LTD The undersigned shareholder of MDJM LTD, a C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regi

MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of MDJM LTD (the “Company”) will be held on October 19, 2023, at 3:00 p.m., Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the foll

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the regist

Consent of Tianjin Shanchuan Law Firm

Exhibit 15.2 Date: April 21, 2023 To: MDJM LTD Suite C-1505, Saidun Center, Xikang Road Heping District, Tianjin The People’s Republic of China Dear Mesdames/Sirs, We consent to the references to our firm under the mentions of “PRC Counsel” in connection with the annual report of MDJM LTD (the “Company”) on Form 20-F for the fiscal year ended December 31, 2022, including all amendments or suppleme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mengnan Wang, Chief Financial Officer of the Company, certify, pursuant to 18

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mengnan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siping Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siping Xu, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

Site Rental and Incubation Agreement dated February 10, 2023 by and between Mingda Tianjin and Tianjin Xin Sanlingsan Park Management Co., Ltd.

Exhibit 4.11 Site Rental and Incubation Agreement Reminder: The signing of this agreement is applicable to the following: (Please mark “√” where applicable) □ The lessee shall sign the agreement as an individual before incorporation, and replace the agreement subject within three months after the incorporation is completed. □ The lessee signs the agreement as an individual. □ The legal representat

Consent of RBSM LLP

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (File No. 333-261347) of our report dated April 24, 2023 with respect to our audits of the consolidated financial statements of MDJM LTD as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31,

MDJM LTD

MDJM LTD Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

As filed with the U.S. Securities and Exchange Commission on February 7, 2023

As filed with the U.S. Securities and Exchange Commission on February 7, 2023 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporatio

MDJM LTD

MDJM LTD Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

MDJM LTD

CORRESP 1 filename1.htm MDJM LTD Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: James Lopez Ruairi Regan February 1, 2023 Re: MDJM LTD Registration Statement on Form F-3, as amended (File No. 333-261347) Initially Filed November 24, 2021 Ladies and Gentlemen: Pursuant to Rule

MDJM LTD

MDJM LTD Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

As filed with the U.S. Securities and Exchange Commission on January 27, 2023

As filed with the U.S. Securities and Exchange Commission on January 27, 2023 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporatio

MDJM LTD

CORRESP 1 filename1.htm MDJM LTD Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: James Lopez Ruairi Regan January 26, 2023 Re: MDJM LTD Registration Statement on Form F-3, as amended (File No. 333-261347) Initially Filed November 24, 2021 Ladies and Gentlemen: Pursuant to Rule

MDJM LTD

CORRESP 1 filename1.htm MDJM LTD December 13, 2022 Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: James Lopez Ruairi Regan Re: MDJM LTD Amendment No. 5 to Registration Statement on Form F-3 Filed November 8, 2022 File No. 333-261347 Ladies and Gentlemen: This letter is in res

As filed with the U.S. Securities and Exchange Commission on December 13, 2022

As filed with the U.S. Securities and Exchange Commission on December 13, 2022 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the re

Contract for the Sale of Freehold Land between Pioneer and MD UK dated December 6, 2022

Exhibit 10.1 DATED 06 December 2022 15:36 Contract for the sale of freehold land at The Robin Hill Hotel, Braddons Hill Road, Torquay TQ1 1HF between Pioneer Hotels Limited and MD Local Global Limited CONTENTS CLAUSE 1. Interpretation 2 2. Sale and purchase 4 3. Conditions 4 4. Risk and insurance 5 5. Transfer of funds 6 6. Deducing title 6 7. Title guarantee 6 8. Matters affecting the Property 6

MDJM LTD

CORRESP 1 filename1.htm MDJM LTD November 8, 2022 Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: James Lopez Ruairi Regan Re: MDJM LTD Amendment No. 4 to Registration Statement on Form F-3 Filed September 2, 2022 File No. 333-261347 Ladies and Gentlemen: This letter is in res

As filed with the U.S. Securities and Exchange Commission on November 8, 2022

As filed with the U.S. Securities and Exchange Commission on November 8, 2022 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporatio

MDJM LTD UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

Table of Contents Exhibit 99.1 MDJM LTD UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 ? ? Table of Contents MDJM LTD TABLE OF CONTENTS ? ? ? Unaudited Condensed Consolidated Financial Statements Page ? ? Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 F-1 Unaudited Condensed Consolidated Statements of Operation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-38

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Form 6-K ? REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ? For the month of October 2022 ? Commission File Number: 001-38768 ? MDJM LTD ? Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) ? Indicate by check ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive offices) Indicate by check mark whether the re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-38768 MDJM LTD Fernie Castle, Letham Cupar, Fife, KY15 7RU United Kingdom (Address of principal executive office) Indicate by check mark whether the r

MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the ?Meeting?) of MDJM LTD (the ?Company?) will be held on October 13, 2022, at 9:00 a.m., Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the foll

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice & Proxy Statement and the Annual Report are available at www.mdjhchina.com. MDJM LTD Annual General Meeting of Shareholders October 13, 2022 9:00 a.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MDJM LTD The undersigned shareholder of MDJM LTD, a C

MDJM LTD

MDJM LTD September 2, 2022 Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

As filed with the U.S. Securities and Exchange Commission on September 2, 2022

As filed with the U.S. Securities and Exchange Commission on September 2, 2022 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporati

our unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and 2021 on Form 6-K, filed with the SEC on September 14, 2022;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive office) Ind

Offer to Sell from Braveheart to MD UK dated August 3, 2022 (incorporated by reference to Exhibit 10.1 of our Report of Foreign Private Issuer on Form 6-K (file No. 001-38768) filed with the Securities and Exchange Commission on August 5, 2022)

LB & Co Solicitors Unit 6 42-46 New City Road Glasgow G4 9JT Your Ref: heather du Our Ref: JMCLEAN Please quote this when replying Date: 3 August 2022 Please ask for: Ext: Direct Dial: E-mail: Direct Fax: Jamie McLean [*] [*] [*] Dear Sirs/Madam BRAVEHEART HOTELS LIMITED MD LOCAL GLOBAL LIMITED FERNIE CASTLE HOTEL, LADYBANK, CUPAR, KY15 7RU On behalf of and as instructed by the Seller, we offer to sell the Property to the Purchaser on the following conditions: 1.

MDJM LTD

MDJM LTD July 22, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any

Exhibit 4.7 MDJM LTD (the ?Issuer?) AND [TRUSTEE] (the ?Trustee?) INDENTURE Dated as of [?], 20[?] Subordinated Debt Securities ? TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s Certi

Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any

Exhibit 4.6 MDJM LTD (the ?Issuer?) AND [TRUSTEE] (the ?Trustee?) INDENTURE Dated as of [?], 20[?] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certific

As filed with the U.S. Securities and Exchange Commission on July 22, 2022

As filed with the U.S. Securities and Exchange Commission on July 22, 2022 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation o

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) MDJM LTD (Exact Name of Registrant as Specified in its Charter) NOT APPLICABLE (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid - - - - - - - - Fees Previously Paid Equity Ordinary Shares, par value $0.

As filed with the U.S. Securities and Exchange Commission on May 6, 2022

As filed with the U.S. Securities and Exchange Commission on May 6, 2022 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or

MDJM LTD

MDJM LTD May 6, 2022 Via Edgar Mr. Jim Lopez Legal Branch Chief Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: MDJM LTD Amendment No. 1 to Registration Statement on Form F-3/A Filed January 28, 2022 File No. 333-261347 Dear Mr. Lopez: This letter is in response to the letter dated March 27, 2

Consent of RBSM LLP

EX-15.1 8 mdjh-20211231xex15d1.htm EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (File No. 333-261347) of our report dated April 19, 2022 with respect to our audits of the consolidated financial statements of MDJM LTD as of December 31, 2021 and 2020, and for each of the th

Description of the rights of each class of securities registered

Exhibit 2.2 ? Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as Amended (the ?Exchange Act?) ? Ordinary shares, par value $0.001 per share (?Ordinary Shares?), of MDJM LTD (?we,? ?our,? ?our company,? or ?us?) are listed and traded on the Nasdaq Capital Market, and in connection with this listing (but not for trading), its Ordi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siping Xu, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siping Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mengnan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

Consent of Tianjin Shanchuan Law Firm

EX-15.2 9 mdjh-20211231xex15d2.htm EX-15.2 Exhibit 15.2 Date: April 19, 2022 To: MDJM LTD Suite C-1505, Saidun Center, Xikang Road Heping District, Tianjin The People’s Republic of China Dear Mesdames/Sirs, We consent to the references to our firm under the mentions of “PRC Counsel” in connection with the annual report of MDJM LTD (the “Company”) on Form 20-F for the fiscal year ended December 31,

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mengnan Wang, Chief Financial Officer of the Company, certify, pursuant to 18

MDJM LTD

CORRESP 1 filename1.htm MDJM LTD January 28, 2022 Via Edgar Mr. Jim Lopez Legal Branch Chief Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: MDJM LTD Registration Statement on Form F-3 Filed November 24, 2021 File No. 333-261347 Dear Mr. Lopez: This letter is in response to the letter dated De

Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any

Exhibit 4.6 MDJM LTD (the ?Issuer?) AND [TRUSTEE] (the ?Trustee?) INDENTURE Dated as of [?], 20[?] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certific

As filed with the U.S. Securities and Exchange Commission on January 28, 2022

As filed with the U.S. Securities and Exchange Commission on January 28, 2022 Registration No. 333-261347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporatio

Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any

Exhibit 4.7 MDJM LTD (the ?Issuer?) AND [TRUSTEE] (the ?Trustee?) INDENTURE Dated as of [?], 20[?] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s Certifi

Power of Attorney (included on signature page)

As filed with the U.S. Securities and Exchange Commission on November 24, 2021 Registration No. 333-????????????? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People’s Republic of China (Address of principal executive offices) I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-38

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 6-K ? ? REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ? For the month of October 2021 ? Commission File Number: 001-38768 ? MDJM LTD ? ? Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal

MDJM LTD and Subsidiaries Condensed Consolidated Balance Sheets

MDJM LTD and Subsidiaries Condensed Consolidated Balance Sheets ? ? ? ? ? ? ? ? ? ? June 30, ? December 31, ? 2021 2020 ? ? (Unaudited) ? ? ? Assets ? ? ? ? ? ? Current Assets ? ? ? ? ? ? Cash, cash equivalents, and restricted cash ? $ 5,532,516 ? $ 6,110,693 Accounts receivable, net of allowance for doubtful accounts of $53,129 and $15,477, respectively ? 3,670,277 ? 4,062,343 Prepaid expenses ?

MDJM LTD Reports First Half of 2021 Financial Results

MDJM LTD Reports First Half of 2021 Financial Results TIANJIN, China, October 15, 2021 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the ?Company? or ?MDJH?), an integrated real estate services company in China, today announced its unaudited financial results for the six months ended June 30, 2021.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice & Proxy Statement and the Annual Report are available at www.mdjhchina.com. MDJM LTD Annual General Meeting of Shareholders October 15, 2021 10:00 a.m., Beijing Time (10:00 p.m., Eastern Time, on October 14, 2021) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MDJM

MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the ?Meeting?) of MDJM LTD (the ?Company?) will be held on October 15, 2021, at 10:00 a.m., Beijing Time, at Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, Peopl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People?s Republic of China (Address of principal executive office) In

Joint Venture Shareholders’ Agreement dated August 4, 2021 by and among MD UK, Ocean Tide, and Mingzhe Zhang (incorporated by reference to Exhibit 10.1 of our Report of Foreign Private Issuer on Form 6-K (file No. 001-38768) filed with the Securities and Exchange Commission on August 11, 2021)

Exhibit 10.1 Dated 2021 MD LOCAL GLOBAL LIMITED OCEAN TIDE WEALTH LIMITED and MINGZHE ZHANG JOINT VENTURE SHAREHOLDERS' AGREEMENT 10-11 Austin Friars London EC2N 2HG Tel: +44 20 7382 1567 Fax: +44 20 7382 1568 TABLE OF CONTENTS 1. Interpretation 1 2. Business of the JVC 4 3. Shareholders? Rights and Obligations 4 4. Matters requiring consent of shareholders 5 5. Directors and management 5 6. Finan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive office) Ind

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive office) Indi

MDJM Signs Contract for a Sales Agency Service Project

Exhibit 99.1 MDJM Signs Contract for a Sales Agency Service Project TIANJIN, China, April 26, 2021 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJH"), an integrated real estate services company in China, announced today that it signed a marketing planning and sales agency agreement (the "Agreement") with Tianjin Infrastructure Investment Group (?Tianjin Infrastructure?), a state-owne

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the ?Company?) on Form 20-F for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mengnan Wang, Chief Financial Officer of the Company, certify, pursuant to 18

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mengnan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

- FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siping Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siping Xu, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

MDJM Received the Shortlisted Notice of a Sales Agency Service Project Bidding

Exhibit 99.1 MDJM Received the Shortlisted Notice of a Sales Agency Service Project Bidding TIANJIN, China, Apr. 07, 2021 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJH"), an integrated real estate services company in China, announced today that it received a shortlisted notice from Tianjin Infrastructure Investment Group, for a sales agency services project for the construction pr

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive office) Indi

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive office) Indi

Newly Opened UK Subsidiary of MDJM Signs Contract with Subsidiary of Berkeley Group Holdings plc

Exhibit 99.1 Newly Opened UK Subsidiary of MDJM Signs Contract with Subsidiary of Berkeley Group Holdings plc TIANJIN, China, Mar. 26, 2021 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJH"), an integrated real estate services company in China, announced today that its newly opened subsidiary in the United Kingdom, MD Local Global Limited (the ?Subsidiary?), signed an introducer agre

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People’s Republic of China (Address of principal executive offices) I

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People’s Republic of China (Address of principal executive offices) I

MDJM LTD Signs Sales Agent Contract for a 333,000 ft2 Residential Project with Leading Real Estate Developer in Tianjin

Exhibit 99.1 MDJM LTD Signs Sales Agent Contract for a 333,000 ft2 Residential Project with Leading Real Estate Developer in Tianjin TIANJIN, China, October 15, 2020 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the “Company” or “MDJH”), an integrated real estate services company in China, announced today that it has signed a sales agent contract (the “Contract”) with Tianjin Tianxiao Real Estate Develo

Current Report of Foreign Issuer - FORM 6-K

6-K 1 tm2029709d36k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People’s Republic of China (Addres

MDJM LTD and Subsidiaries Condensed Consolidated Balance Sheets

Exhibit 99.1 MDJM LTD and Subsidiaries Condensed Consolidated Balance Sheets June 30, 2020 December 31, 2019 (Unaudited) Assets Current Assets Cash and cash equivalents $ 6,276,790 $ 6,552,677 Accounts receivable, net of allowance for doubtful accounts $38,260 and $10,774, respectively 3,106,125 2,155,158 Other receivables 64,218 69,977 Prepaid expenses 28,119 60,020 Total Current Assets 9,475,252

MDJM LTD Reports First Half of 2020 Financial Results

Exhibit 99.2 MDJM LTD Reports First Half of 2020 Financial Results TIANJIN, China, September 15, 2020 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the “Company” or “MDJH”), an integrated real estate services company in China, today announced its unaudited financial results for the six months ended June 30, 2020. First Half of 2020 Financial Highlights For the Six Months Ended June 30, ($'000, except pe

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice & Proxy Statement and the Annual Report are available at www.mdjhchina.com. MDJM LTD Annual General Meeting of Shareholders October 15, 2020 10:00 a.m., Beijing Time (10:00 p.m., Eastern Time, on October 14, 2020) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MDJM

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People’s Republic of China (Address of principal executive office) In

MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MDJM LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: MDJH) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of MDJM LTD (the “Company”) will be held on October 15, 2020, at 10:00 a.m., Beijing Time, at Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, Peopl

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People’s Republic of China (Address of principal executive offices)

MDJM LTD Regains Compliance with Nasdaq Listing Requirement

Exhibit 99.1 MDJM LTD Regains Compliance with Nasdaq Listing Requirement TIANJIN, China, Sept. 10, 2020 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the “Company” or “MDJH”), an integrated real estate services company in China, today announced that on September 9, 2020, the Company received a letter from the Listing Qualifications Department of The NASDAQ Stock Market (“NASDAQ”), confirming that the Co

MDJM LTD Receives Nasdaq Staff Deficiency Letter

Exhibit 99.1 MDJM LTD Receives Nasdaq Staff Deficiency Letter TIANJIN, China, Aug. 5, 2020 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the “Company” or “MDJH”), an integrated real estate services company in China, announced today that on August 3, 2020, it received a Nasdaq staff deficiency letter (the “Nasdaq Letter”) notifying the Company that it was no longer in compliance with the minimum Public H

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People’s Republic of China (Address of principal executive offices) In

Lease Agreement dated December 31, 2018 by and between Mingda Tianjin and Ping Han (incorporated by reference to Exhibit 4.7 of our Annual Report on Form 20-F (file No. 001-38768) filed with the Securities and Exchange Commission on April 28, 2020)

Exhibit 4.7 Lease Agreement Party A(lessor): Ping Han ID number/legal representative: Add.: Tel: Party B(lessee): Tianjin Mingda Jiahe Real Estate Co. Ltd. ID No./legal representative: Add.: Tel: In accordance with “Contract Law of People’s Republic of China”, “Measures for the Administration of Urban Housing Leasing” of Ministry of Construction as well as relevant regulations in Tianjin, Party A

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siping Xu, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People’s Republic of China (Address of principal executive offices) Ind

MDJM LTD Reports 2019 Financial Results

Exhibit 10.1 MDJM LTD Reports 2019 Financial Results TIANJIN, China, Apr. 28, 2020 /PRNewswire/ - MDJM LTD (Nasdaq: MDJH) (the “Company” or “MDJH”), an integrated real estate services company in China, today announced its financial results for the 12 months ended December 31, 2019. For the Year Ended December 31, ($'000, except per share data) 2019 2018 % Change Revenue $ 5,680 $ 2,408 135.8 % Ope

- FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mengnan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mengnan Wang, Chief Financial Officer of the Company, certify, pursuant to 18

Acquisition Agreement dated September 30, 2019 among Mingda Tianjin, Xishe Xianglin, Jiayuan, Yuan Zhang, and Spouse of Yuan Zhang

Exhibit 4.8 Acquisition Agreement Party A I: Tianjin Mingda Jiahe Real Estate Co., Ltd. Party A II: Xishe Xianglin (Tianjin) Business Operation Management Co., Ltd. (Party A I and Party A II are hereby together referred as “Party A”) Party B I: Yuan Zhang, ID No. [**] Party B II: Spouse of Yuan Zhang, ID No. [**] (Party B I and Party B II are hereby together referred as “Party B”) Party C: Xishe J

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siping Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MDJM LTD (Name of Issuer) Ordinary Shares, $0.001 Par Value (Title of Class of Securities) (CUSIP Number) December 31, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MDJM LTD (Name of Issuer) Ordinary Shares, $0.001 Par Value (Title of Class of Securities) G59290109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People’s Republic of China +86-2283520851

EX-10.1 2 tm203721d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People’s Republic of China +86-2283520851 January 17, 2020 Mr. Zhenlei Hu 37F, Huijin center, 65 Dagu Road, Heping District, Tianjin, China Re: Director Offer Letter Dear Mr. Hu, MDJM LTD, a Cayman Islands exempted company with limited liability (the “Company”), is pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2020 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2020 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2019 Commission File Number: 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) In

MDJM LTD Enters into Primary Real Estate Agency Services Contract with Tianjin Aizhishan Real Estate Co., Ltd.

Exhibit 99.1 MDJM LTD Enters into Primary Real Estate Agency Services Contract with Tianjin Aizhishan Real Estate Co., Ltd. TIANJIN, China, October 29, 2019 /GLOBE NEWSWIRE/ ? MDJM LTD (Nasdaq: MDJH) (the ?Company? or ?MDJH?), an emerging, integrated real estate services company in China, announced today that the Company entered into a Primary Real Estate Agency Services Contract (the ?Contract?)

MDJM LTD Reports Financial Results For The First Six Months of Fiscal Year 2019

Exhibit 99.1 MDJM LTD Reports Financial Results For The First Six Months of Fiscal Year 2019 TIANJIN, China, September 12, 2019 /GLOBE NEWSWIRE/ ? MDJM LTD (Nasdaq: MDJH) (the ?Company? or ?MDJH?), an emerging, integrated real estate services company in China, today announced its financial results for the first six months of fiscal year 2019 ended June 30, 2019. Mr. Siping Xu, Chairman and Chief E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2019 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices)

Unaudited Condensed Consolidated Financial Statements MDJM Ltd and Subsidiaries Consolidated Balance Sheets

Exhibit 99.2 Unaudited Condensed Consolidated Financial Statements MDJM Ltd and Subsidiaries Consolidated Balance Sheets As of June 30, 2019 As of December 31, 2018 (Unaudited) Assets Current Assets Cash and cash equivalents $ 6,067,936 $ 6,692,557 Accounts receivable, net of allowance for doubtful accounts $0 and $49,963, respectively 1,885,614 1,767,804 Other receivables 77,281 38,701 Prepaid ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2019 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Ind

MDJM LTD Enters into Primary Real Estate Agency Services Contract with Taida Xincheng (Chengdu) Real Estate Co., Ltd.

Exhibit 99.1 MDJM LTD Enters into Primary Real Estate Agency Services Contract with Taida Xincheng (Chengdu) Real Estate Co., Ltd. TIANJIN, China, August 28, 2019 (GLOBE NEWSWIRE) - MDJM LTD (Nasdaq: MDJH) (the ?Company? or ?MDJH?), an emerging, integrated real estate services company in China, announced today that the Company entered into a Primary Real Estate Agency Services Contract (the ?Contr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2019 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Indi

MDJM Ltd Enters into Primary Real Estate Agency Services Contract with Tianfang (Suzhou) Real Estate Co., Ltd.

Exhibit 99.1 MDJM Ltd Enters into Primary Real Estate Agency Services Contract with Tianfang (Suzhou) Real Estate Co., Ltd. TIANJIN, China, July 24, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (Nasdaq: MDJH) (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that the Company entered into a Primary Real Estate Agency Services Contract (the "Contract") wit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2019 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Indi

MDJM Ltd Renews Primary Real Estate Agency Services Contract with Tianjin Binhai New City Investment Co., Ltd.

Exhibit 99.1 MDJM Ltd Renews Primary Real Estate Agency Services Contract with Tianjin Binhai New City Investment Co., Ltd. TIANJIN, China, July 2, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (Nasdaq: MDJH) (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that the Company renewed a Primary Real Estate Agency Service Contract (the "Contract") with Tianj

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Indic

MDJM Ltd Extends Primary Real Estate Agency Services Contracts of Vanke Xilu Projects

Exhibit 99.1 MDJM Ltd Extends Primary Real Estate Agency Services Contracts of Vanke Xilu Projects TIANJIN, China, May 24, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (Nasdaq: MDJH) (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that the Company renewed primary real estate agency services contracts (the "Contracts") separately with Wanhe Huasheng Rea

MDJM Ltd Extends Primary Real Estate Agency Services Contract with Wanan Jianchuang Real Estate Co., Ltd.

Exhibit 99.1 MDJM Ltd Extends Primary Real Estate Agency Services Contract with Wanan Jianchuang Real Estate Co., Ltd. TIANJIN, China, May 8, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that on April 19, 2019, the Company renewed a primary real estate agency services contract (the "Contract") with Wan An

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Indic

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mengnan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mengnan Wang, Chief Financial Officer of the Company, certify, pursuant to 18

MDJM Reports Fiscal Year 2018 Financial Results

Exhibit 99.1 MDJM Reports Fiscal Year 2018 Financial Results TIANJIN, China, April 26, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (the ?Company? or ?MDJM?), an emerging, integrated real estate service company in China, today announced its financial results for the fiscal year ended December 31, 2018 (the ?fiscal year 2018?). Mr. Siping Xu, Chairman and Chief Executive Officer of MDJM, stated, ?We are please

Marketing and Sales Agent contract for Tianjin Langyi Garden Project (Gongyuanli) by and between Mingda Tianjin and Tianjin Xingtian Real Estate Development Co. Ltd. dated July 1, 2018.

Exhibit 4.14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

Lease Agreement dated September 25, 2018, by and between Mingda Tianjin (Suzhou Branch) and Yunan Ji.

Exhibit 4.12 House Lease Contract Party A (Leasor):Yunan Ji. ID No. 320511196901081513 Add: No. 24, Jijia? an, Canglang District, Suzhou, Jiangsu Province Party b (Leasee): Suzhou Branch of Tianjin Mingda Jiahe Real Estate Co. Ltd. ID no. Add: Party A and Party B reach into the following agreements on the basis of equality, free will and mutual benefit: I. House location: Party A agrees to lease t

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MDJM LTD (the “Company”) on Form 20-F for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siping Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.

Agent Agreement for Commercial Property Sales for Tianfang Wunongli by and between Tianfang (Suzhou) Real Estate Co. Ltd. and Mingda Tianjin (Suzhou Branch) dated September 1, 2018.

Exhibit 4.13 ?????????????? Agent Agreement for Commercial Property Sales for Tianfang Wunongli ??Party A????????????? Tianfang (Suzhou)Real Estate Co.ltd. ??add??????????22?????1403 1403, Talent Building, No.22, Shishan Road, High Tech. Zone, Suzhou ??Post Code? 215000 ??Tel? 0512-69581511 ?????Legal representative? ?? ??Position: ??? President ??Party B?????????????????????? Suzhou Branch of Tia

Sales Agent Service Contract Agreement for Tianjin Ping’an TEDA Finance Center Project by and between Tianjin Meiyin Real Estate Development Co. Ltd. and Mingda Tianjin dated February 1, 2019.

Exhibit 4.15 ???????????? ?????? ????? Sales Agent Service Contract Agreement for Tianjin Ping?an TEDA Finance Center Project ?? ??????????????? Party A: Tianjin Meiyin Real Estate Development Co.Ltd. ?? ??????????????? Party B: Tianjin Mingda Jiahe Real Estate Co. Ltd. 1/33 ???????????? ??????????? Sales Agent Service Contract for Tianjin Ping?an TEDA Finance Center Project ???? 2019? 1 ? ???????

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Ind

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siping Xu, certify that: 1. I have reviewed this annual report on Form 20-F of MDJM LTD (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

MDJM Enters Into Strategic Cooperation Agreement with Xinnong Chuang

Exhibit 99.1 MDJM Enters Into Strategic Cooperation Agreement with Xinnong Chuang TIANJIN, China, April 17, 2019 (GLOBE NEWSWIRE) ? MDJM Ltd (the ?Company? or ?MDJM?), an emerging, integrated real estate service company in China, announced today that on March 29, 2019, the Company through its majority-owned subsidiary, Xishe Xianglin (Tianjin) Business Operations & Management Co., Ltd., entered in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Ind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Ind

MDJM Ltd Enters into Exclusive Primary Real Estate Agency Services Contract with Tianjin Jinbin Times Real Estate Investment Co., Ltd.

Exhibit 99.1 MDJM Ltd Enters into Exclusive Primary Real Estate Agency Services Contract with Tianjin Jinbin Times Real Estate Investment Co., Ltd. TIANJIN, China, April 11, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that on March 1, 2019, it entered into an exclusive primary real estate agency services

MDJM Ltd Enters into Framework Agreement with Local Government to Establish National Wide Tourism Platform

Exhibit 99.1 MDJM Ltd Enters into Framework Agreement with Local Government to Establish National Wide Tourism Platform TIANJIN, China, April 3, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that on March 12, 2019, the Company through its wholly owned subsidiary Xishe Xiangli Business Operation Management

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Ind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2019 Commission File Number: 001-3876

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) Ind

MDJM Ltd Wins Contract to Provide Primary Real Estate Agency Services for Tianjin Ping An Teda Financial Center

Exhibit 99.1 MDJM Ltd Wins Contract to Provide Primary Real Estate Agency Services for Tianjin Ping An Teda Financial Center TIANJIN, China, March 5, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that on November 30, 2018, it successfully won a bidding to a Primary Real Agency Services Contract (the "Contr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2019 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices)

MDJM Ltd Releases 2019 Chinese New Year Letter From the Chairman

Exhibit 99.1 MDJM Ltd Releases 2019 Chinese New Year Letter From the Chairman TIANJIN, China, February 28, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (the "Company" or ?MDJH;? Nasdaq: MDJH), an emerging, integrated real estate services company in China that also provides incubation, strategic planning and support services to business operations aimed at integrating urban and rural lifestyle, announced today

MDJM Ltd Announces Commencement of Trading on the Nasdaq Capital Market as “MDJH”

Exhibit 99.1 MDJM Ltd Announces Commencement of Trading on the Nasdaq Capital Market as ?MDJH? TIANJIN, China, January 4, 2019 (GLOBE NEWSWIRE) - MDJM Ltd (the "Company" or ?MDJH?), an emerging, integrated real estate services company in China, announced today that its ordinary shares are expected to commence trading on the Nasdaq Capital Market on January 8, 2019 under the ticker symbol ?MDJH?. O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2019 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2019 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices) I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2018 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2018 Commission File Number: 001-38768 MDJM LTD Suite C-1505, Saidun Center, Xikang Road, Heping District, Tianjin, People?s Republic of China (Address of principal executive offices)

MDJM Ltd Announces Closing of Initial Public Offering

Exhibit 99.1 MDJM Ltd Announces Closing of Initial Public Offering TIANJIN, China, December 26, 2018 (GLOBE NEWSWIRE) - MDJM Ltd (the "Company"), an emerging, integrated real estate services company in China, announced today the closing of its initial public offering ("IPO") of 1,241,459 ordinary shares at a price to the public of $5.00 per share for a total of $6,207,295 in gross proceeds before

our registration statement on Form 8-A, filed with the SEC on December 18, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MDJM LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) MDJM LTD Suite C-1505,

1,200,000 Ordinary Shares (minimum offering amount) 1,600,000 Ordinary Shares (maximum offering amount) MDJM LTD

Filed pursuant to Rule 424(b)(3) Registration No. 333-226826 PROSPECTUS 1,200,000 Ordinary Shares (minimum offering amount) 1,600,000 Ordinary Shares (maximum offering amount) MDJM LTD This is an initial public offering of ordinary shares of MDJM Ltd. We are offering on a best efforts basis a minimum of 1,200,000 and a maximum of 1,600,000 ordinary shares, US$0.001 par value per share (?Ordinary S

As submitted to the Securities and Exchange Commission on November 5, 2018

As submitted to the Securities and Exchange Commission on November 5, 2018 Registration No.

1,200,000 Ordinary Shares (minimum offering amount) 1,600,000 Ordinary Shares (maximum offering amount) MDJM LTD

Filed pursuant to Rule 424(b)(4) Registration No. 333-226826 PROSPECTUS 1,200,000 Ordinary Shares (minimum offering amount) 1,600,000 Ordinary Shares (maximum offering amount) MDJM LTD This is an initial public offering of ordinary shares of MDJM Ltd. We are offering on a best efforts basis a minimum of 1,200,000 and a maximum of 1,600,000 our ordinary shares, US$0.001 par value per share (?Ordina

MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People’s Republic of China

MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People?s Republic of China +86-2283520851 September 27, 2018 VIA EDGAR CORRESPONDENCE Jennifer Gowetski, Senior Counsel U.

N E T W O R K 1 F I N A N C I A L S E C U R I T I E S , I N C .

N E T W O R K 1 F I N A N C I A L S E C U R I T I E S , I N C . September 27, 2018 VIA EDGAR CORRESPONDENCE Jennifer Gowetski, Senior Counsel U.S. Securities and Exchange Commission Division of Corporate Finance Office of Real Estate and Commodities 100 F Street, N.E. Mail Stop 3233 Washington, DC 20549 Re: MDJM LTD Registration Statement on Form F-1 (SEC File No. 333-226826) To Whom It May Concer

Opinion of Beijing Jingsh Law Firm, People’s Republic of China counsel to the Registrant, regarding certain PRC law matters and the validity of the VIE agreements*

Exhibit 99.2 北京市京师律师事务所 Jingsh Law Firm Jingsh Lawyers Building, No.37, East Fourth Ring Middle Road, Chaoyang District, Beijing 100025,China; Tel:(8610) 50959999 Fax: (8610) 50959998 Email:[email protected] Website: www.en.jingsh.com September 20, 2018 To : MDJM Ltd. Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin 300041, People’s Republic of China Dear Sirs or Madams: We are qua

MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People’s Republic of China +86-2283520851

MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People?s Republic of China +86-2283520851 September 20, 2018 Via E-mail Jennifer Gowetski, Senior Counsel U.

As submitted to the Securities and Exchange Commission on September 20, 2018

As submitted to the Securities and Exchange Commission on September 20, 2018 Registration No.

Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 99.1 CODE OF BUSINESS CONDUCT AND ETHICS of MDJM Ltd. INTRODUCTION Purpose This Code of Business Conduct and Ethics contains general guidelines for conducting the business of MDJM Ltd., a Cayman Islands company (the ?Company?), consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws

Form of Underwriting Agreement**

Exhibit 1.1 UNDERWRITING AGREEMENT between MDJM LTD. (an exempted company incorporated with limited liability under the laws of the Cayman Islands) and NETWORK 1 FINANCIAL SECURITIES, INC. as Underwriter MDJM LTD. Minimum Offering: $6,000,000 Maximum Offering: $8,000,000 ($[ ] per share) UNDERWRITING AGREEMENT [ ], 2018 Network 1 Financial Securities, Inc. 2 Bridge Avenue, Penthouse Red Bank, NJ 0

As submitted to the Securities and Exchange Commission on September 7, 2018

As submitted to the Securities and Exchange Commission on September 7, 2018 Registration No.

Form of opinion of Beijing Jingsh Law Firm, People’s Republic of China counsel to the Registrant, regarding certain PRC law matters and the validity of the VIE agreements*

Exhibit 99.2 ?????????? Jingsh Law Firm Jingsh Lawyers Building, No.37, East Fourth Ring Middle Road, Chaoyang District, Beijing 100025,China; Tel:(8610) 50959999 Fax: (8610) 50959998 Email:[email protected] Website: www.en.jingsh.com September 7, 2018 To : MDJM Ltd. Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin 300041, People?s Republic of China Dear Sirs or Madams: We are qual

Free Writing Prospectus MDJM Ltd. Presentation

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Dated September 7, 2018 (To Preliminary Prospectus dated September 7, 2018) Registration Statement No.

Form of Supplement Agreement to Agency Service Agreement**

Exhibit 10.2 Party A: Add.: Party B: First Branch of Tianjin Mingda Real Estate Co. Ltd. (hereby referred as Party B) Legal representative/role: Business license registration No.: Bank of deposit / account: Add: Post code: Fax: Tel: This agreement is supplement to some provisions of Teda City. River and Sea Project Marketing Agent Service Contract of Tianjin Chengkai Real Estate Co., Ltd. (referre

Consent of Wei Guan**

Exhibit 99.5 CONSENT OF WEI GUAN MDJM Ltd. (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration

As submitted to the Securities and Exchange Commission on August 13, 2018

As submitted to the Securities and Exchange Commission on August 13, 2018 Registration No.

Lease Agreement dated January 1, 2017 by and between the Registrant and Ping Han**

Exhibit 10.11 House Lease Contract Party A(lessor): Ping Han ID number/legal representative: Add.: Tel: Party B(lessee):Tianjin Mingda Jiahe Real Estate Co. Ltd. ID No./legal representative: Add.: Tel: In accordance with ?Contract Law of People?s Republic of China?, ?Measures for the Administration of Urban Housing Leasing? of Ministry of Construction as well as relevant regulations in Tianjin, Pa

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of incorporation or organization MDJM LTD Cayman Islands MDCC LTD Hong Kong Beijing Mingda Jiahe Technology Development Co. Ltd. PRC Tianjin Mingda Jiahe Real Estate Co. Ltd. PRC Xishe (Tianjin) Business Management Co. Ltd. PRC Xishe Ziangling Business Operations & Management Co. Ltd. PRC

Powers of Attorney dated April 28, 2018, between WFOE, Beneficial Owners, and Mingda Tianjin (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 10.8 Power of Attorney Ding Xia ("Shareholder") is one of the shareholders of Tianjin Mingda Jiahe Real Estate Co., Ltd. ("Company"), holding0.0964% of equity interest of the Company ("My Shareholding"). Shareholder hereby irrevocably authorizes Beijing Mingda Jiahe Technology Development Co., Ltd. ("WFOE") to exercise the following rights relating to My Shareholding during the term of thi

Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 3.1 Companies Law (Revised) Company Limited By Shares AMENDED AND RESTATED articles of association of MDJM LTD (Adopted by special resolution passed on [?] 2018) Contents 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 3 Exclusion of Table A Articles 4 2 Shares 5 Power to issue Shares and options, with or without special rights 5 Power to pay commissio

Form of Agency Service Agreement**

Exhibit 10.1 Party A: Add: Party B: Tianjin Mingda Real Estate Co. Ltd. (hereby referred as Party B) Legal representative/role: Business license registration no.: Bank of deposit/account: Office add: Post code: Fax: Tel: In accordance with relevant laws and regulations in ?Contract Law of the People's Republic of China?, ?Law of the PRC on the Administration of the Urban Real Estate,? ?Regulations

Lease Agreement dated January 1, 2018 by and between the Registrant and Ping Han**

Exhibit 10.9 House Lease Contract Party A(lessor): Ping Han ID number/legal representative: Add.: Tel: Party B(lessee):Tianjin Mingda Jiahe Real Estate Co. Ltd. ID No./legal representative: Add.: Tel: In accordance with ?Contract Law of People?s Republic of China?, ?Measures for the Administration of Urban Housing Leasing? of Ministry of Construction as well as relevant regulations in Tianjin, Par

Consent of Chunhui Sun**

Exhibit 99.3 CONSENT OF CHUNHUI SUN MDJM Ltd. (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registrat

Form of Employment Agreement between the Registrant and the executive officers of the Registrant (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit [ ] EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of [ ], 2018 by and between MDJM Ltd.

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 3.2 Companies Law (Revised) Company Limited by Shares AMENDED AND RESTATED memorandum of association OF MDJM LTD (Adopted by special resolution passed on [?] 2018) Companies Law (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of MDJM LTD (Adopted by special resolution passed on [?] 2018) 1 The name of the Company is MDJM LTD. 2 The Company's registered of

Lease Agreement dated January 1, 2017 by and between the Registrant and Ping Han**

Exhibit 10.10 House Lease Contract Party A(lessor): Ping Han ID number/legal representative: Add.: Tel: Party B(lessee):Tianjin Mingda Jiahe Real Estate Co. Ltd. ID No./legal representative: Add.: Tel: In accordance with ?Contract Law of People?s Republic of China?, ?Measures for the Administration of Urban Housing Leasing? of Ministry of Construction as well as relevant regulations in Tianjin, Pa

Form of Indemnification Agreement with the Registrant’s directors and officers (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is entered into as of by and between MDJM Ltd., a Cayman Islands company (the ?Company?), and the undersigned, a director and/or an officer of the Company (?Indemnitee?), as applicable. RECITALS The Board of Directors of the Company (the ?Board of Directors?) has determined that the inability to attract and re

Share Pledge Agreement dated April 28, 2018, between WFOE, Beneficial Owners, and Mingda Tianjin (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 10.6 Share Pledge Agreement This Share Pledge Agreement (this ?Agreement?) has been executed by and among the following parties on April 28, 2018 in Tianjin, the People?s Republic of China (?China? or the ?PRC?): Party A: Beijing Mingda Jiahe Technology Development Co., Ltd., a wholly foreign owned limited company which is incorporated and established in Beijing, China, with its registered

Exclusive Option Agreement dated April 28, 2018, between WFOE, Beneficial Owners, and Mingda Tianjin (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 10.7 Exclusive Option Agreement This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of April 28, 2018 in Tianjin, the People?s Republic of China (?China? or the ?PRC?): Party A: Beijing Mingda Jiahe Technology Development Co., Ltd., a wholly foreign owned enterprise with limited liability which is incorporated and established in Beijing, Chi

Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (file No. 333-226826), as amended, initially filed with the SEC on August 13, 2018)

Exhibit 4.1 Share certificate Number of certificate Number of shares MDJM LTD COMPANY NUMBER [NUMBER] This is to certify that [Name] of [Address] is the registered holder of [Number] [Share Class] shares of [Value] each being [partly paid to the extent of [amount in words][amount in numerals] per share]]/[fully paid][and numbered [number]] in the above-named company, subject to the memorandum and

Consent of Liding Sun**

Exhibit 99.4 CONSENT OF LIDING SUN MDJM Ltd. (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registrati

Lease Agreement dated October 24, 2017 by and between the Registrant and Zero Point Information Industry Investment Management Co., Ltd**

Exhibit 10.13 Party A: Zero Point Information Industry Investment Management Co., Ltd Party B: Yangzhou Branch of Tianjin Mingda Jiahe Real Estate Incorporated Co. Ltd. In accordance with ?Contract Law of People?s Republic of China? and Relevant Laws and Regulations , on the basis of equality and willingness, Party A and Party B reach into agreement after consultation in respect to Party B?s renti

Exclusive Business Cooperation Agreement dated April 28, 2018, between WFOE and Mingda Tianjin (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018)

Exhibit 10.5 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this ?Agreement?) is made and entered into by and between the following parties on April 28, 2018 in Tianjin, the People?s Republic of China (?China? or the ?PRC?). Party A: Beijing Mingda Jiahe Technology Development Co., Ltd. Address: 19-4-1002 East Beiyuan Road, Chaoyang District, Beijing. Party

August 13, 2018

August 13, 2018 Via Edgar Jennifer Gowetski Senior Counsel Office of Real Estate and Commodities U.

Lease Agreement dated October 1, 2016 by and between the Registrant and Tianjin Shuidi Yiyuan Business Hotel Co. Ltd.**

Exhibit 10.12 House Lease Contract Party A(lessor): Tianjin Shuidi Yiyuan Business Hotel Co. Ltd. Party B(lessee): Tianjin Mingda Jiahe Real Estate Co. Ltd. In accordance with ?Contract Law of People?s Republic of China?, ?Measures for the Administration of Urban Housing Leasing? of Ministry of Construction as well as relevant regulations in Tianjin, Party A and Party B reach into following agreem

MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People’s Republic of China +86-2283520851

MDJM LTD Suite C-1505, Saidun Center Xikang Road, Heping District, Tianjin People?s Republic of China +86-2283520851 July 11, 2018 Via E-mail Jennifer Gowetski, Senior Counsel U.

CONFIDENTIAL TREATMENT REQUESTED BY MDJM LTD As confidentially submitted to the Securities and Exchange Commission on July 11, 2018

CONFIDENTIAL TREATMENT REQUESTED BY MDJM LTD As confidentially submitted to the Securities and Exchange Commission on July 11, 2018 Registration No.

CONSENT OF LIDING SUN

Exhibit 99.4 CONSENT OF LIDING SUN MDJM Ltd. (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registrati

House Lease Contract

Exhibit 10.9 House Lease Contract Party A(lessor): Ping Han ID number/legal representative: Add.: Tel: Party B(lessee):Tianjin Mingda Jiahe Real Estate Co. Ltd. ID No./legal representative: Add.: Tel: In accordance with ?Contract Law of People?s Republic of China?, ?Measures for the Administration of Urban Housing Leasing? of Ministry of Construction as well as relevant regulations in Tianjin, Par

Exclusive Business Cooperation Agreement

Exhibit 10.5 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this ?Agreement?) is made and entered into by and between the following parties on April 28, 2018 in Tianjin, the People?s Republic of China (?China? or the ?PRC?). Party A: Beijing Mingda Jiahe Technology Development Co., Ltd. Address: 19-4-1002 East Beiyuan Road, Chaoyang District, Beijing. Party

Party A:

Exhibit 10.1 Party A: Add: Party B: Tianjin Mingda Real Estate Co. Ltd. (hereby referred as Party B) Legal representative/role: Business license registration no.: Bank of deposit/account: Office add: Post code: Fax: Tel: In accordance with relevant laws and regulations in ?Contract Law of the People's Republic of China?, ?Law of the PRC on the Administration of the Urban Real Estate,? ?Regulations

EMPLOYMENT AGREEMENT

Exhibit [ ] EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of [ ], 2018 by and between MDJM Ltd.

Clause 1 Both party to this agreement

Exhibit 10.13 Party A: Zero Point Information Industry Investment Management Co., Ltd Party B: Yangzhou Branch of Tianjin Mingda Jiahe Real Estate Incorporated Co. Ltd. In accordance with ?Contract Law of People?s Republic of China? and Relevant Laws and Regulations , on the basis of equality and willingness, Party A and Party B reach into agreement after consultation in respect to Party B?s renti

Companies Law (Revised) Company Limited by Shares

Exhibit 3.2 Companies Law (Revised) Company Limited by Shares AMENDED AND RESTATED memorandum of association OF MDJM LTD (Adopted by special resolution passed on [?] 2018) Companies Law (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of MDJM LTD (Adopted by special resolution passed on [?] 2018) 1 The name of the Company is MDJM LTD. 2 The Company's registered of

CONSENT OF WEI GUAN

Exhibit 99.5 CONSENT OF WEI GUAN MDJM Ltd. (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration

CONFIDENTIAL TREATMENT REQUESTED BY MDJM LTD As confidentially submitted to the Securities and Exchange Commission on May 29, 2018

CONFIDENTIAL TREATMENT REQUESTED BY MDJM LTD As confidentially submitted to the Securities and Exchange Commission on May 29, 2018 Registration No.

Party A:

Exhibit 10.2 Party A: Add.: Party B: First Branch of Tianjin Mingda Real Estate Co. Ltd. (hereby referred as Party B) Legal representative/role: Business license registration No.: Bank of deposit / account: Add: Post code: Fax: Tel: This agreement is supplement to some provisions of Teda City. River and Sea Project Marketing Agent Service Contract of Tianjin Chengkai Real Estate Co., Ltd. (referre