UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ~~ACT OF 1934~~

ACT OF 1934

For the transition period from to

Commission file number: ~~333~~000-~~168527~~26027

CANNA POWDER, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Nevada		68-0080601
(State of Incorporation)		(I.R.S. Employer Identification No.)

20 Raoul Wallenberg Street, Tel Aviv, Israel		6971916
(Address of Principal Executive Offices)		(ZIP Code)

Registrant’s Telephone Number, Including Area Code: +(972) 54-222-9702

~~Canna Powder, Inc.~~-

(Former Name of Registrant)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]	Non-Accelerated filer [ ]	Smaller reporting company [X]
		Emerging growth company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

~~Indicate by~~On ~~check~~May ~~mark~~14, ~~whether~~2019 the ~~registrant~~Registrant had ~~is a large accelerated filer~~12, ~~an accelerated filer~~156,177 ashares ~~non-accelerated filer (as defined in Rule 12b-2~~ of ~~the~~common ~~Exchange~~stock ~~Act) or a smaller reporting company~~outstanding.

Large accelerated filer [ ] Accelerated filer [ ] Non-Accelerated filer [ ] Smaller reporting company [X]

On October 31, 2018 the Registrant had 9,948,077 shares of common stock outstanding.

TABLE OF CONTENTS

Item	Description	Page
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS - UNAUDITED.
	Balance Sheets	3
	Statements of Operations	4
	Statements of Comprehensive loss	5
	Statements of Cash Flows	6
	Statements of changes in Stockholders’ equity	6
	Notes to Financial Statements	7
	Statements of Cash Flows	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.	13
	Notes to Financial Statements	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	16
ITEM 4.	CONTROLS AND PROCEDURES.	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	17
ITEM 4.	CONTROLS AND PROCEDURES.	17
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	1518
ITEM 1A.	RISK FACTORS.	1518
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	1518
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	1518
ITEM 4.	MINE SAFETY DISCLOSURE.	1518
ITEM 5.	OTHER INFORMATION.	1618
ITEM 6.	EXHIBITS.	1618

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS ~~- UNAUDITED~~

Canna Powder, Inc.

CONSOLIDATED BALANCE SHEETS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 (unaudited) AND DECEMBER 31, ~~2017~~2018

(unaudited)

	March 31, 2019			December 31, 2018
		(unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	707,395		$	606,245
Marketable Securities		224,174			108,164
Prepaid expenses		19,448			12,847
Total current assets		951,017			727,256

Total assets	$	951,017		$	727,256

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	5,000		$	25,159
Total current liabilities		5,000			25,159

Total liabilities	$	5,000		$	25,159

Stockholders’ equity

Common stock, par value $0.00001 per share, 495,000,000 common shares authorized, 5,000,000 preferred shares authorized; 10,964,302 and 10,518,226 shares issued and outstanding at March 31, 2019 and December 31, 2018 respectively.	$	109		$	105
Accumulated other comprehensive income (loss)		(55,057	)		(173,832	)
Non-controlling interest		(48,400	)		(37,893	)
Stock Payable		-			15,000
Additional paid in capital		5,101,711			4,472,095
Accumulated deficit		(4,052,346	)		(3,573,378	)

Total stockholders’ equity		946,017			702,097

Total liabilities and stockholders’ equity	$	951,017		$	727,256

	SEPTEMBER 30, 2018			December 31, 2017
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	721,414		$	326,730
Prepaid expenses		14,517			4,196
Total current assets		735,931			330,926
Total assets	$	735,931		$	330,926
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	-		$	800
Total current liabilities		-			800
Notes payable	$	-		$	2,687
Total long term liabilities		-			2,687
Total liabilities	$	-		$	3,487
Stockholders’ equity
Common stock, par value $0.00001 per share, 495,000,000 common shares authorized, 5,000,000 preferred shares authorized; 9,948,077 and 8,591,577 shares issued and outstanding at September 30, 2018 and December 31, 2017 respectively.	$	99		$	86
Accumulated other comprehensive income (loss)		(4,670	)		3,353
Non-controlling interest		(21,872	)		-
Additional paid in capital		1,261,051			447,164
Accumulated deficit		(498,677	)		(123,164	)
Total stockholders’ equity		735,931			327,439
Total liabilities and stockholders’ equity	$	735,931		$	330,926

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements

Canna Powder, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 AND ~~2017~~2018

(unaudited)

	For the three months ended						~~For the nine months ended~~
	Sept 30, 2018			Sept 30, 2017			Sept 30, 2018			Sept 30, 2017
	March 31, 2019			March 31, 2018
Revenues	$	-		$	-		$	-		$	-
Expenses:
Research and Development expenses		(4530,~~321~~405	)		-(38,812	)		~~(102,202~~	)		-
G&A Expenses		(57459,~~300~~070	)		(1067,~~774~~183	)		~~(295,183~~	)		~~(14,724~~	)
Total operating expenses		(~~102~~489,~~621~~475	)		(10105,~~774~~995	)		~~(397,385~~	)		~~(14,724~~	)
(Loss) from operations		(~~102~~489,~~621~~475	)		(10105,~~774~~995	)		~~(397,385~~	)		~~(14,724~~	)
Other income (expense):
Provision for income taxes		-			-
Gain from debt settlement		-			-			-			50
Net loss		(489,475	)		(105,995	)
Interest expense		-			(362	)		-			(534	)
Less: loss attributable to noncontrolling Interest		10,507			7,952
Other income (expense)		-			(362	)		-			(484	)
Net loss attributable to Canna Powder, Inc.	$	(478,968	)	$	(98,043	)
Provision for income taxes		-			-			-			-
Loss per share – basic and diluted	$	(0.04	)	$	(0.01	)
Net loss		(102,621	)		(11,136	)		(397,385	)		(15,208	)
Weighted average shares outstanding Basic and diluted		10,806,069			8,606,744
Less: loss (income) attributable to noncontrolling Interest		6,685			-			21,872			-
Net loss attributable to Canna Powder, Inc.	$	(95,936	)	$	(11,136	)	$	(375,513	)	$	(15,208	)
Loss per share – basic and dilluted	$	(0.01	)	$	(0.02	)	$	(0.04	)	$	(0.02	)
Weighted average shares outstanding Basic and diluted		9,948,077			624,910			9,372,940			624,910

The accompanying notes are an integral part of these financial statements.

Canna Powder, Inc.

STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 AND ~~2017~~2018 (unaudited)

(unaudited)

	For the three months ended
	March 31, 2019			March 31, 2018

Net loss	$	(489,475	)	$	(105,995	)
Change in unrealized foreign currency translation gain (loss)		2,765			(3,482	)
Unrealized gain on marketable securities		116,010			-
Total comprehensive loss		(370,700	)		(109,477	)
Less: comprehensive loss attributable to non-controlling interest		10,507			7,952
Comprehensive loss attributable to Canna Powder, Inc.	$	(360,193	)	$	(101,525	)

	For the three months ended						For the nine months ended
	Sept 30, 2018			Sept 30, 2017			Sept 30, 2018			Sept 30, 2017
Net loss	$	(95,936	)	$	(11,136	)	$	(375,513	)	$	(15,208	)
Change in unrealized foreign currency translation gain (loss)		(874	)		-			(8,023	)		-
Total comprehensive loss		(96,810	)		(11,136	)		(383,536	)		(15,208	)
Less: comprehensive loss attributable to non-controlling interest		6,685			-			21,872			-
Comprehensive loss attributable to Canna Powder, Inc.	$	(90,125	)	$	(11,136	)	$	(361,664	)	$	(15,208	)

The accompanying notes are an integral part of these financial statements.

Canna Powder, Inc.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS DECEMBER 31, 2018 AND 2017

AND THREE MONTHS ENDED MARCH 31, 2019

	Common stock				Additional Paid-In			stock			Non- Controlling			Accumulated Other Comprehensive			Accumulated
	Shares		Amount		Capital			Payable			Interest			Income (Loss)			Deficit			Totals
Balance as of December 31, 2017		8,591,577		86		447,164			-			-			3,353			(123,164	)		327,439

Shares Issued for Cash		1,876,649		19		1,230,865			15,000			-			-			-			1,245,884
Shares Issued for services to Related Parties		50,000		-		26,000			-			-			-			-			26,000
Warrants Issued for services		-		-		2,768,066			-			-			-			-			2,768,066
Translation adjustments		-		-		-			-			-			(10,818	)		-			(10,818	)
Unrealized loss on marketable securities		-		-		-			-			-			(166,367	)		-			(166,367	)
Net loss for the year ended December 31, 2018		-		-		-			-			(37,893	)		-			(3,450,214	)		(3,488,107	)

Balance as of December 31, 2018		10,518,226	$	105	$	4,472,095		$	15,000			(37,893	)	$	(173,832	)	$	(3,573,378	)	$	702,097
Shares Issued for Cash		334,000		3		333,997			-			-			-			-			334,000
Cashless exercise of warrants		99,576		1		(1	)		-			-			-			-			-
Warrants issued for services		-		-		280,620			-			-			-			-			280,620
Stock payable issued		12,500				15,000			(15,000	)		-			-			-			-
Translation adjustments		-		-		-			-			-			2,765			-			2,765
Unrealized gain on marketable securities		-		-		-			-			-			116,010			-			116,010
Net loss for the three months ended March 31, 2019		-		-		-			-			(10,507	)		-			(478,968	)		(489,475	)
Balance as of March 31, 2019		10,964,302	$	109	$	5,101,711		$	-			(48,400	)	$	(55,057	)	$	(4,052,346	)	$	946,017

The accompanying notes are an integral part of these financial statements.

Canna Powder, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 ~~and~~AND ~~2017~~2018

(unaudited)

	For the nine months			For the nine months
	For the three months			For the three months
	ended			ended
	Sept 30, 2018			Sept 30, 2017
	March 31, 2019			March 31, 2018
Operating Activities:
Net (loss) attributable to Canna Powder, Inc.	$	(~~375~~478,~~513~~968	)	$	(1598,~~208~~043	)
Non –controlling interest in loss of consolidated subsidiary		(21,872	)		-
Non-cash compensation		280,620			-
Non –controlling interest in loss of consolidated subsidiary		(10,507	)		(7,952	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Changes in net assets and liabilities:
Decrease (increase) in prepaid expenses		(106,~~321~~601	)		-(13,265	)
Decrease (increase) in gain on settlement of notes payable		-			(50	)
(Decrease) increase in Accounts payable and accrued liabilities		(20,159	)		-
(Decrease) increase in accounts payable		(800)			(495	)
Net Cash used in operating activities		(235,615	)		(119,260	)
(Decrease) increase in Accrued Expenses		-			(750)
Net Cash used in operating activities		(408,506	)		(16,503	)
Financing Activities:
Debt and principal payments on debt		(2,687	)		-
Principal payment on debt		-			(2,687	)
Issuance of non -convertible notes -related party		-			16,503
Proceeds from sale of common stock (net of issuance expenses)		334,000			123,600
Proceeds from sale of common stock (net of issuance expenses)		813,900			-
Net Cash provided by financing activities		334,000			120,913
Net Cash provided by financing activities		811,213			16,503
FX Adjustment		2,765			(3,482	)
FX Adjustment		(8,023	)
Net increase (decrease) in cash		101,150			(1,829	)
Net increase (decrease) in cash		394,684			-
Cash and cash equivalents - beginning of period	$	606,245		$	326,730
Cash and cash equivalents - beginning of period	$	326,730		$	-
Cash and cash equivalents - end of period	$	707,395		$	324,901
Cash and cash equivalents - end of period	$	721,414		$	-

Non Cash items:
Unrealized gain on marketable securities	$	116,010	$	-
Common shares issued from stock payable	$	15,000	$	-
Cashless exercise of warrants	$	1	$	-

The accompanying notes are an integral part of these financial statements.

CANNA POWDER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

The Company was incorporated in 1999 in the state of Utah under the name Datigen.com, Inc. On August 25, 2005, the Company changed its state of incorporation from Utah to Nevada by the merger of the Company with and into its wholly-owned subsidiary, Canna Powder, Inc., a Nevada corporation. As a result of such merger, the Company’s name was changed to Canna Powder, Inc. in order to better reflect the Company’s business operations.

On August 30, 2017, a new wholly-owned subsidiary was registered in Israel under the name of Canna Powder Ltd. (“CannaPowder Israel” or the “Subsidiary”), with 100 common shares outstanding, 0.01 NIS par value (the “Subsidiary Shares”), all of which were held in escrow on behalf of the Company by Israel attorney, Alon Nave. On September 27, 2017, pursuant to board resolution, the 100 Subsidiary Shares held in escrow were transferred to the Company.

On December 27, 2017, a board-resolution was adopted to issue an additional: (i) 800 Subsidiary Shares to the Company; and an additional 100 Subsidiary Shares to Rafi Ezra and, as a result, effective December 27, 2017, Canna Powder Ltd became a 90% owned subsidiary of the Company and a minority interest of 10% owned by Rafi Ezra.

The Subsidiary’s management includes ~~Lavi~~Ariel ~~Krasney~~Dor, its ~~CEO~~Chief Executive Officer, and Rafi Ezra, its CTO. Mr. Ezra is a highly experienced pharmacist with extensive knowledge of the cannabis sector and active experience of leading early-stage pharma companies from early-stage development through commercial launch.

Development is being conducted at the Hebrew University pursuant to the term of the Feasibility Study and Option Agreement under the supervision of the inventor of the technology, Professor Shlomo Magdassi.

The Company ~~reasonably~~currently expects that the Development Program will be completed within three years, with commercial sales starting in 2021. However, there can be no assurance that the Development Program will, in fact, be successful ~~notwithstanding the Company’s success in its Equity Raise to date~~, nor can there be any assurance that the Company may not require additional capital to fully implement its business plan and complete production of commercially viable products based on its technology which is the subject of the Feasibility Study discussed below under “Planned Research and Development and Current Trends.”

In the commercial stage, the Company’s plan is to establish and operate several production facilities, each located in separate territories determined by the Company according to their size and regulatory environment that permits studies applicable to other activities prerequisite to commercial exploitation of medical cannabis generally and the Company’s plan to develop cannabis-based powders for medical uses. While there can be no assurance, at present the Company believes that it will be able to produce cannabis powders for medical uses at a significant cost advantage.

The accompanying unaudited financial statements of the Company are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for an air presentation have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, ~~2017~~2018 and the notes thereto included in the Company’s Annual Report on Form 10-~~K12G~~K filed with the SEC on April 301, ~~2018~~2019.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of ~~September~~March 3031, ~~2018~~2019, and December 31, ~~2017~~2018, we had cash and cash equivalents of $~~721~~707,~~414 and~~395 and $~~326~~606,~~730~~245 respectively.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows.

Discontinued Operations

The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business.

Revenue Recognition

The Company recognizes revenue ratably over the term of the contract in accordance with ASC 606. In 2018, we ~~are~~implemented ~~implementing~~ new ~~internal~~ internal controls as part of our efforts to adopt the new revenue recognition standard and perform risk assessment process related to the new revenue standard. These internal controls include providing global training to our finance team and holding regular meetings with management ~~and the Audit Committee~~ to ~~review and approve key decisions. Upon adoption, we expect to implement new internal controls related to our accounting policies and procedures. We will require new internal controls to~~ address risks associated with applying the five-step model, ~~specifically~~for ~~related~~recognizing ~~to judgments made in connection to variable consideration and applying the constraint~~revenues. Additionally, we ~~will establish~~ established monitoring controls to identify new sales arrangements and changes in our business environment that could impact ~~our~~risks ~~current accounting assessment.~~associated ~~During~~with the ~~second~~new ~~half~~revenue ofstandard ~~2018,~~and ~~we expect to finalize~~ our ~~impact~~current accounting assessment ~~and redesign impacted processes, policies and controls~~process.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of ~~September~~March 3031, ~~2018~~2019 and December 31 ~~2017~~2018, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of March 31, 2019 and December 31, ~~2017~~2018, no events or circumstances ~~occurred~~ occurred for which an evaluation of the recoverability of long-lived assets was required.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, and expenses for the ~~nine~~ three-months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018. Actual results could differ from those estimates made by management. There are no leases in the Company, thus the financial statements do not include estimates to recognize assets and liabilities related to implementing the new leases standard ASC 842.

Impact of Recently Issued Accounting Standards

~~In June~~On ~~2018~~December 15, 2018 the ~~FASB~~Financial ~~issued~~Accounting Standards Board (FASB) Accounting Standards Update, or (ASU) ~~2018~~2016-0702, ~~Compensation~~Leases ~~- Stock Compensation~~ (Topic ~~718~~842) issued on February 25, ~~which~~2016 ~~simplifies~~became effective. Under the ~~accounting~~new ~~for~~provisions, ~~non-employee~~all ~~share-based~~lessees ~~payment~~will ~~transactions.~~report ~~The~~a ~~new~~right-of-use ~~standard~~asset ~~expands~~and ~~the~~a ~~scope~~liability offor ~~Topic~~the ~~718~~obligation to ~~include~~make ~~share-based~~payments for ~~payment~~all ~~transactions~~leases ~~for~~with ~~acquiring~~the ~~goods~~exception ~~and~~of ~~services~~those ~~from~~leases ~~non-employees~~with a term of 12 months or less. ~~ASU~~All ~~2018-07~~other isleases ~~effective~~will ~~for~~fall ~~fiscal~~into ~~years~~one ~~beginning after~~of ~~December~~two 15categories: Financing leases, ~~2018~~similar ~~(including~~to ~~interim~~capital ~~periods~~leases, ~~within~~will ~~that~~require ~~fiscal~~the ~~year),~~recognition ~~with~~of ~~early~~an ~~adoption~~asset ~~permitted.~~and ~~The~~liability, ~~Company~~measured ~~adopted~~at the present value of the ~~new~~lease ~~standard~~payments inor Interest on the ~~second~~liability ~~quarter~~will be recognized separately from amortization of ~~2018~~the asset. Principal repayments will be classified as financing outflows and ~~determined~~payments ~~that~~of interest as operating outflows on the ~~application~~statement of cash flows. Operating leases will also require the ~~new~~recognition ~~standard~~of ~~did~~an ~~not~~asset ~~have~~and aliability ~~material~~measured at the present value of the lease payments. A single ~~impact~~lease cost, consisting of interest on the ~~Company’s~~obligation ~~unaudited~~and ~~condensed~~amortization ~~consolidated~~of ~~financial~~the ~~statements~~asset, ascalculated such that the amortization of ~~and~~the asset ~~for~~will increase as the ~~three~~interest ~~and~~amount ~~nine~~decreases ~~months~~resulting ~~ended~~in a straight-line recognition of lease expense. All cash outflows ~~September~~will ~~30,~~be ~~2018~~classified as operating on the statement of cash flows.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.

In June 2018, the FASB issued Accounting Standards Update, or ASU 2018-07, Compensation - Stock Compensation (Topic 718), which simplifies the accounting for non-employee share-based payment transactions. The new standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018 (including interim periods within that fiscal year), with early adoption permitted. The Company adopted the new standard in the second quarter of 2018 and determined that the application of the new standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2019.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019.

In March 2017, the FASB issued Update 2017-08—Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. For public business entities, the amendments in this Update are effective ~~for~~ for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the ~~amendments~~ amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

In March 2017, the FASB issued Update 2017-07—Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments in this Update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statement. Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption.10

9In March 2017, the FASB issued Update 2017-07—Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments in this Update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption.

Goodwill and Intangible Assets

Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from two to twenty years. No significant residual value is estimated for intangible assets.

Note (2) Going Concern

The Company has limited operations. The Company was previously engaged in activities including efforts to develop and market its Battery Brain technology, which efforts ceased during the quarter ended September 30, 2009. On August 30, 2017, the Company formed a subsidiary in Israel under the name of Canna Powder Ltd (“Canna Israel” or the “Subsidiary”) which is 90% owned by the Company and the remaining 10% is owned by Rafi Ezra, co-founder and CTO of Canna Powder Ltd. The Subsidiary commenced efforts to develop the formulation and process to produce medical products using new technology involving nano-powder derived from cannabis oil. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not yet generated any revenue to cover its operating costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial ~~statements~~ statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note (3) Prepaid expenses

Prepaid ~~expenses~~ ~~repaid~~ expenses of $1419,~~517~~448 at ~~September~~March 3031, ~~2018~~2019 and $412,~~196~~847 at December 31, ~~2017~~2018, consist of VAT paid to be ~~refunded~~ refunded from the Israel VAT authority.

Note (4) Common Stock

OnBetween ~~October~~March 1720, ~~2017~~2018 and March 29, 2018, the Company sold a total of 6206,~~300,~~000 ~~shares~~units tofor 13cash ~~shareholders~~consideration of $123,600 at price of $0.0160, each ~~per~~unit was comprised of one share ~~for~~of acommon ~~total~~stock ~~cash~~and ~~consideration~~one class B warrant exercisable at $1.20 per share with a term of ~~$63,000~~24 months. ~~Four~~The relative fair value of the ~~shareholders~~stock ~~are~~with ~~related~~embedded ~~parties~~warrants was $44,454 for the common stock and $79,146 for the class B Warrants.

OnBetween ~~October~~April 243, ~~2017~~2018 and May 14, 2018, the Company ~~issued~~sold ~~666,667~~a ~~shares~~total toof 1,150,500 ~~shareholder~~units for cash consideration of $690,300 at price of $0.~~075~~60, each unit was comprised of one share of common stock and one class B warrant exercisable at $1.20 per share ~~for~~with ~~cash~~a ~~consideration~~term of 24 months. The relative fair value of the stock with embedded warrants was $50290,~~000~~996 for the common stock and $399,304 for the class B Warrants.

Between ~~November~~October 1518, ~~2017~~2018 and ~~December~~October 722, ~~2017~~2018, the Company sold a total of 1345,~~000,000~~166 units for cash consideration of $~~300~~207,~~000~~004 at price of of $.~~30 (the “Units”)~~60, each unit was comprised of one share of common stock and one class AB warrant exercisable at $01.50 20 per share with a term of 24 months. The relative fair value of the stock with embedded warrants was $~~132~~64,~~458~~431 for the common stock and $~~167~~142,~~542~~ 573 for the class AB ~~warrants~~Warrants. ~~The warrants were valued using the Black-Scholes model with volatility of approximately 163% and discount rates ranging from 1.68% to 1.8%.~~

10Between November 5, 2018 and November 28, 2018, the Company sold a total of 187,483 units for cash consideration of $224,980 at price of $1.20, each unit was comprised of one share of common stock and one class D warrant exercisable at $2.40 per share with a term of 24 months. Of these shares, 12,500 shares were recorded as subscribed share capital. The relative fair value of the stock with embedded warrants was $70,026 for the common stock and $154,954 for the class B Warrants

~~Between~~During ~~March~~the ~~20,~~year ~~2018~~ended ~~and~~December ~~March 29~~31, 2018, ~~the Company sold a total of 206~~50,000 ~~units~~shares ~~for~~were ~~cash~~issued ~~consideration~~to ~~of $123,600 at price of $.60 (the “Units”), each unit comprised of~~ one ~~share~~officer offor ~~common~~services ~~stock~~provided ~~and~~to ~~one~~the ~~class B warrant exercisable at $1~~Company.20 ~~per~~Such ~~share~~shares ~~with~~were avalued ~~term~~at ~~of 24 months. The relative fair value of the stock with embedded warrants was~~ $4426,~~454 for the common stock and $79,146 for the class B Warrants~~000.

~~Between~~On ~~April~~May 31, 2018 ~~and~~one ~~May~~consultant ~~14,~~was ~~2018,~~issued ~~the~~a ~~Company~~two-year ~~sold~~Class aB ~~total~~Warrants ofto ~~1,150,500~~acquire ~~units~~an ~~for~~aggregate ~~cash~~of ~~consideration~~41,000 shares of ~~$690,300~~common stock at an exercise price of $1.~~60 (the~~20 ~~“Units”),~~per ~~each~~share. ~~unit~~The ~~comprised~~fair ofvalue ~~one share~~ of ~~common~~these warrants ~~stock~~is ~~and~~$26,731. ~~one~~The ~~class~~warrants Bwere ~~warrant~~valued ~~exercisable~~using atthe ~~$1.20~~Black-Scholes ~~per~~model ~~share~~ with avolatility ~~term~~ of 24139% ~~months.~~and ~~The~~discount ~~relative~~rate ~~fair value~~ of ~~the~~2.50%. The ~~stock~~Class ~~with~~B ~~embedded~~ warrants ~~was~~are ~~$290,996~~fully ~~for~~vested ~~the~~and ~~common~~were ~~stock~~accordingly ~~and~~included ~~$399,304 for~~in ~~the~~expenses ~~class~~as Bstock ~~Warrants~~based compensation.

On ~~September~~December 3010, 2018 ~~and~~three ~~December~~consultants ~~31,~~were ~~2017~~issued ~~there~~750,000 ~~were~~Class ~~approximately~~J ~~217~~Warrants ~~and~~exercisable ~~189~~for ~~holders~~a ofthree-year ~~record~~period ~~and~~to ~~9,948,077~~acquire ~~and~~one ~~8,591,577~~(1) share of ~~the~~ ~~Company’s~~ common stock ~~authorized~~at ~~with~~a price of $0.~~00001~~30 ~~par~~per share; The fair value, ~~respectively~~of these warrants is $1,199,643. ~~All~~The ~~common~~warrants ~~shares~~were valued ~~are~~using ~~entitled~~the toBlack-Scholes ~~one~~model ~~vote per~~with ~~share~~volatility inof ~~all~~390% ~~matters~~and ~~submitted~~discount torate ~~the~~of ~~shareholders~~2.73%. NoThe ~~preferred~~Class ~~shares~~J warrants are ~~issued~~fully vested and ~~outstanding~~were ataccordingly ~~September~~included ~~30,~~in ~~2018~~expenses ~~and December~~as ~~31,~~stock ~~2017~~based compensation.

On December 10, 2018 three consultants were issued 450,000 Class I Warrants exercisable for a two-year period to acquire one (1) share of common stock at a price of $0.01 per share; The fair value of these warrants is $719,774. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.72%. The Class I warrants are fully vested and were accordingly included in expenses as stock based compensation.

On November 1, 2018 two consultants were issued 200,000 Class E Warrants exercisable for a four-year period to acquire one share of common stock at a price of $0.01 per share; The fair value of these warrants are $ 249,998. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.94%. The Class E warrants are fully vested and were accordingly included in expenses as stock based compensation.

On November 1, 2018 one consultant was issued 100,000 Class F Warrants exercisable for a five-year period to acquire one share of common stock at a price of $3.00 per share; The fair value of these warrants is $124,997. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.96%. The Class F warrants are fully vested and were accordingly included in expenses as stock based compensation.

On November 1, 2018 one consultant was issued 200,000 Class G Warrants exercisable for a five-year period to acquire one share of common stock at a price of $5.00 per share; The fair value of these warrants is $249,994. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.96%. The Class G warrants are fully vested and were accordingly included in expenses as stock based compensation.

On November 1, 2018 one consultant was issued 100,000 Class H Warrants exercisable for a five-year period to acquire one share of common stock at a price of $1.00 per share; The fair value of these warrants is $124,999. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.96%. The Class H warrants are fully vested and were accordingly included in expenses as stock based compensation.

On December 12, 2018 one consultant was issued 50,000 Class C Warrants exercisable for a four-year period to acquire one share of common stock at a price of $2.40 per share; The fair value of these warrants is $62,492. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.94%.

On December 12, 2018, one consultant was issued 75,000 Class E Warrants exercisable for a five-year period to acquire one share of common stock at a price of $0.01 per share. The warrants are vesting equally over eight quarters, thus the fair value of the vested amount recorded as expense as of March 31, 2019 was $9,439 in 2108 plus $35,655 in Q1 2019 out of $180,374 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.22%.

On January 1, 2019, the Company issued two officers in consideration for services 300,000 Class I Warrants exercisable for a period of three years at an exercise price of $.01 per share and 300,000 Class J Warrants exercisable for a period of three years at an exercise price of $.30 per share. The warrants vest one third immediately, one third on December 31, 2019 and one third on December 31, 2020. Thus the fair value of the vested amount recorded as expense as of March 31, 2019 was $149,966 out of $449,898 total value. The warrants were valued using the Black-Scholes model with volatility of 394% and discount rate of 2.47%. On February 28, 2019, 100,000 class I warrants were converted to 99,576 shares of common stock in a cashless exercise.

On January 24, 2019, the Company sold a total of 334,000 units for cash consideration of $334,000 at price of $1.00, each unit was comprised of one share of common stock, one Class F warrant exercisable at $3.00 per share with a term of 36 months and one Class G warrant exercisable at $5.00 per share with a term of 60 months. The relative fair value of the stock with embedded warrants was $73,513 for the common stock and $260,187 for the class F and class G Warrants.

On January 27, 2019, 12,500 shares subscribed for in 2018 and recorded as stock payable were issued to a shareholder who the company sold common stock to on November 21, 2019 and recorded subscribed share capital for during the period ending December 31, 2018.

On January 31, 2019 one consultant was issued 50,000 Class E Warrants exercisable for a four-year period to acquire one share of common stock at a price of $0.01 per share; The fair value of these warrants are $94,999. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.43%. The Class E warrants are fully vested and were accordingly included in expenses as stock based compensation.

Following is a table of warrant and options outstanding as of March 31, 2019 and exercisable along with the exercise price and range of remaining term.

Type	Quantity		Exercise Price		Remaining Term
Warrants Class A		1,000,000	$	0.50	12 Months
Warrants Class B		1,599,166	$	1.20	12-18 Months
Warrants Class C		50,000	$	2.4	48 Months
Warrants Class D		330,983	$	2.4	8 Months
Warrants Class E		275,000	$	0.01	48 Months
Warrants Class F		100,000	$	3.00	36 Months
Warrants Class G		200,000	$	5.00	60 Months
Warrants Class H		100,000	$	1.00	60 Months
Warrants Class I		650,000	$	0.01	24 Months
Warrants Class J		1,050,000	$	0.30	36 Months
Total		4,855,149

On March 31, 2019 and December 31, 2018 there were approximately 227 and 226 holders of record and 10,964,302 and 10,518,226 shares of the Company’s common stock par value $0.00001 per share, outstanding, respectively. All shares of common stock are entitled to one vote per share in all matters submitted to the shareholders. No preferred shares were issued and outstanding at March 31, 2019 and December 31, 2018.

Dividends

The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans – None.

~~Following~~Note is(5) aMarketable ~~table of warrant and options still outstanding and exercisable along with exercise price and range of remaining term.~~Securities

Type	Quantity		Exercise Price		Remaining Term
Warrants Class A		1,000,000	$	0.50	18 Months
Warrants Class B		1,356,500	$	1.20	18-24 Months
Total		2,356,500

Marketable Securities of $224,174 at March 31, 2019 and $108,164 at December 31, 2018 consist of 200,000 shares of UNV Medicine Ltd. (“UNV”, a public company organized under the laws of Israel). Canna Powder Ltd paid $274,531 to UNV for the Marketable Securities for which in return UNV will finance and purchase a line of production equipment to be used for the production of the Canna Products, based on the specifications that will be transferred to UNV by Canna Israel. Canna Ltd recorded an unrealized gain in marketable securities of $116,010 as of March 31, 2019 and unrealized loss of $166,367 and as of December 31, 2018.

Note (56) Income Taxes

The ~~Company~~provision ~~had~~(benefit) ~~deferred~~for income ~~tax~~taxes ~~assets~~for asthe ofperiods ~~September~~ended 30March 31, ~~2018~~2019 and December 31, ~~2017~~2018, was as follows (assuming a 21% effective tax rate in 2019 and 21% in 2018):

	September 30, 2018			2017
	March 31, 2019			December 31, 2018
Loss carryforwards	$	104,722		$	43,107
Current tax provision:
Less- Valuation allowance		(104,722	)		(43,107	)
Federal-
Total net deferred tax assets	$	-		$	-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-

The Company ~~provided~~had ~~a valuation allowance equal to the~~ deferred income tax assets ~~for~~as ~~the~~of ~~period~~March ~~ended September 30~~31, ~~2018~~2019 and December 31, ~~2017,~~2018 ~~because~~as ~~it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.~~follows:

	March 31, 2019			December 31, 2018
Loss carryforwards	$	850,993		$	750,409
Less- Valuation allowance		(850,993	)		(750,409	)
Total net deferred tax assets	$	-		$	-

AsThe ofCompany ~~September~~provided ~~30,~~a ~~2018,~~valuation ~~and~~allowance ~~December~~equal ~~31,~~to ~~2017,~~the deferred income tax assets for the ~~Company~~period ~~had~~ended ~~approximately~~March ~~$498~~31,~~677~~ 2019 and ~~$123~~December 31,~~164,~~ ~~respectively~~2018, inbecause ~~tax~~it ~~loss~~is ~~carryforwards that~~not ~~can~~presently beknown ~~utilized~~whether in future ~~periods to reduce~~ taxable income, ~~and~~will ~~expire~~be bysufficient to utilize the ~~year~~loss ~~2030~~carryforwards.

The Company did not identify any material uncertain tax positions that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits during the year ended September 30, 2018 and December 31, 2017.14

As of March 31, 2019, and December 31, 2018, the Company had approximately $498,677 and $123,164, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2030.

The Company did not identify any material uncertain tax positions that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits during the three months ended March 31, 2019 or the year ended December 31, 2018.

The Company intends to file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.

Note (67) Related Party Transactions

On ~~October~~January 171, ~~2017~~2019, the ~~issuer’s~~Company ~~control~~issued ~~persons,~~one ~~Amir~~officer ~~Uziel,~~in ~~Attribute~~consideration ~~Ltd~~for services 300,000 ~~Lavi~~Class ~~Krasney~~I ~~and~~Warrants ~~Kfir~~exercisable ~~Silberman~~for ~~(controlling~~a ~~shareholder~~period of ~~L.I.A.~~three ~~Pure~~years ~~Capital~~at ~~Ltd)~~an ~~purchased~~exercise ~~650,000~~price ~~additional~~of ~~shares~~$.01 ~~each,~~per orshare 2and 300,~~600,~~000 ~~total~~Class ~~shares~~J Warrants exercisable for a period of three years at an exercise price of $0.0130 per share. ~~for~~The awarrants ~~total~~vest one third immediately, one third on December 31, 2019 and one ~~cash~~third ~~consideration~~on December 31, 2020. Thus the fair value of the vested amount recorded as expense as of March 31, 2019 was $26149,966 out of $449,898 total value. The warrants were valued using the Black-Scholes model with volatility of 394% and discount rate of 2.47%. On February 28, 2019, 100,000 Class I warrants were converted to 99,576 common shares in a cashless exercise.

On ~~May~~December 110, 2018 athree ~~services~~consultants ~~agreement~~were issued 750,000 Class J Warrants exercisable for ~~was~~a ~~signed~~three-year ~~with~~period anto ~~entity~~acquire ~~controlled~~one byshare of common stock at a ~~related~~price ~~party,~~of no$0.30 per share; The fair value of these warrants oris ~~shares~~$1,199,643. ~~have~~The ~~been~~warrants were ~~issued~~valued asusing athe ~~result~~Black-Scholes model with volatility of ~~this~~390% ~~agreement~~and discount rate of 2.73%. The Class J warrants are fully vested and were accordingly included in expenses as stock based compensation.

~~Between~~On ~~January~~December 810, ~~2017~~2018 ~~and~~three ~~August~~consultants ~~25,~~were ~~2017~~issued ~~three~~450,000 ~~shareholders~~Class ~~loaned~~I ~~the~~Warrants ~~Company~~exercisable ~~amounts~~for ~~totaling~~a ~~$16,403~~two-year inperiod ~~loans~~to ~~bearing~~acquire 8%one ~~interest~~share ~~which~~of ~~have~~common nostock ~~maturity~~at ~~dates~~a price of $0.01 ~~The~~per ~~loans~~share; ~~which~~The ~~accrued~~fair ~~interest~~value of these warrants is $~~879~~719,774. The warrants were ~~repaid~~valued using onthe ~~December~~Black-Scholes ~~20,~~model ~~2017~~with volatility of 390% and discount rate of 2.72%. The ~~three~~Class ~~debt~~I ~~holders confirmed~~warrants ~~they~~are ~~were~~fully ~~owed~~vested noand ~~principal~~were accordingly orincluded ~~interest~~in expenses as ofstock ~~December~~based ~~31, 2017~~compensation.

~~Note~~On October 17, 2017 Amir Uziel, Attribute Ltd, Lavi Krasney and Kfir Silberman (7controlling shareholder of L.I.A. Pure Capital Ltd.) each ~~Notes~~purchased ~~Payable~~650,000 shares of common stock at $0.01 per share for a total cash consideration of $26,000.

During the year ended December 31, 2017, the Company borrowed $100 and $800, respectively, which the loans bear an interest rate of 8% and has no maturity date. The loans were repaid in the amount of $850 on May 5, 2017 and the Company recorded a gain on debt extinguishment of $50.

On May 12, 2016 a shareholder loaned the Company the sum of $5,000 to settle a vendor debt. The shareholder has subsequently forgiven the debt resulting from this payment and has confirmed he is owed no principal or interest as of December 31, 2016 and December 31, 2017. As of December 31, 2016, the amount paid by the shareholder to the vendor was forgiven, as the shareholder is a related party the forgiven debt resulted in an increase to additional paid in capital.

Between January 8, 2017 and August 25, 2017 three shareholders loaned the Company amounts totaling $16,403 in loans bearing 8% interest which have no maturity dates. The loans which accrued interest of $879 were repaid on December 20, 2017. The three debt holders confirmed they were owed no principal or interest as of December 31, 2017.

On December 22, 2017 a loan was made in the amount $2,687 the loan bears no interest and has no maturity date. The loan which accrued interest of $0 was repaid in full on January 8, 2018

Note (8) Subsequent Events

As defined in FASB ASC 855-10, “Subsequent Events”, subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued.

On April 5, 2019 one officer converted 100,000 Class J warrants to 87,500 shares in a cashless exercise.

On April 5, 2019 three principal shareholders converted 750,000 Class J warrants to 656,250 shares.

On April 5, 2019 three principal shareholders converted 450,000 Class I warrants to 448,125 shares.

On April 18, 2019, a group of persons and entities owning shares in the Company, sold 6,000,000 shares of Common Stock to MNSCO LLC, BHMNSCO LLC and One of a Kind Kamami LLC, entities which are more than 10% owned by Shai Cohen.

On May 7, 2019 Liron Carmel resigned as the Company’s Chief Executive Officer and sole director and Shai Cohen, a more than 10% shareholder was appointed as the Company’s Chief Executive Officer and sole director.

The Company evaluated all transactions and events that occurred subsequent to the balance sheet date and prior to the date on which the financial statements contained in this report were issued and determined that no such events or transactions necessitated disclosure.

1215

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION Back to Table of Contents

FORWARD-LOOKING STATEMENTS

Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements. Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-~~12G~~K, as filed with the SEC on April 30, 2018.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our historical results of operations during the periods presented and our financial condition. This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements and contains forward-looking statements that involve risks and uncertainties. See section entitled “Forward-Looking Statements” above.

Plan of Operation

On August 30, 2017, ~~a 90% owned subsidiary of~~ the Company ~~was~~formed ~~registered~~a subsidiary in Israel under the name of Canna Powder Ltd. (“~~CannaPowder~~ Canna Israel” or the “Subsidiary”) which is 90% owned by the Company and the remaining 10% is owned by Rafi Ezra, co-founder and CTO of Canna Powder Ltd.

~~Development~~On isSeptember ~~being~~14, ~~conducted~~2017, at the ~~Hebrew~~Canna ~~University~~Powder ~~pursuant~~Israel toentered ~~the~~into ~~term~~a ~~of the~~ Feasibility Study and Option Agreement (the “Feasibility Study”) with Yissum Research Development Company of the Hebrew University of Jerusalem (“Yissum”), under the supervision of of the inventor of the technology, Professor Shlomo Magdassi.

~~The~~On ~~Company~~May ~~reasonably~~2, ~~expects~~2018, ~~that~~Canna ~~the~~Powder ~~Development~~Israel ~~Program~~entered ~~will~~into bea ~~completed~~Research ~~within~~Agreement ~~three years,~~ with ~~commercial~~Yissum. ~~sales~~The ~~starting~~purpose ~~in 2021,~~of ~~there can be no assurance that~~ the ~~Development~~Research ~~Program~~Agreement ~~will,~~and ~~in fact, be successful notwithstanding~~ the ~~Company’s~~ ~~success~~objective inof ~~its~~CannaPowder ~~Equity~~Israel, ~~Raise~~is to ~~date,~~develop ~~nor~~nano-cannabis ~~can~~powder, ~~there~~standardized befrom ~~assurance~~cannabis ~~that~~oil ~~the~~in ~~Company~~a ~~may~~known ~~not~~cannabinoid ~~require~~composition, with ~~additional~~the ~~capital~~view to ~~fully~~applying ~~implement its~~it ~~business~~to ~~plan~~enable ~~and~~the ~~complete~~commercial production of ~~commercially~~cannabis ~~viable~~powder ~~products~~to ~~based~~treat ona ~~its~~myriad ~~technology~~of ~~which~~medical isconditions (the ~~subject of the~~ ~~Feasibility Study discussed below under~~ “~~Planned~~Cannabis ~~Research~~Powder ~~and Development and Current Trends.~~Products”).

InThe ~~the~~Company ~~commercial~~currently ~~stage,~~expects that the ~~Company’s~~development ~~plan~~program isunder tothe ~~establish~~Research ~~and~~Agreement ~~operate~~will ~~several~~be ~~production~~completed ~~facilities,~~within ~~each~~three ~~located~~years, ~~in separate~~with ~~territories~~commercial ~~determined~~sales byof ~~the~~Cannabis ~~Company~~Powder ~~according~~Products toexpected ~~their size and regulatory environment that permits studies applicable~~ to ~~other activities~~commence ~~prerequisite~~in to2021. ~~commercial~~However, ~~exploitation~~there ofcan ~~medical~~be ~~cannabis~~no ~~generally~~assurance ~~and~~that the ~~Company’s~~development program ~~plan~~will, toin ~~develop~~fact, ~~cannabis-based powders~~be ~~for~~successful, ~~medical~~that ~~uses.~~research ~~While~~will ~~there can~~ be nocompleted ~~assurance,~~by at2021 ~~present~~or ~~the~~that ~~Company~~commercially ~~believes~~viable ~~that~~Cannabis itPowder Products will be ~~able~~developed toand ~~produce~~be ~~cannabis powders~~accepted ~~for~~by ~~medical~~the ~~uses~~market atin a ~~significant~~timely ~~cost~~manner, ~~advantage~~if at all.

~~Results~~In addition, on May 2, 2018 the Company entered into a separate License Agreement with Yissum under which Canna Powder Israel was granted the exclusive license to commercially exploit any technology related to the Cannabis Powder Products resulting from the efforts under the Research Agreement (the “License”). The License shall expire on the latter of: ~~Operations~~(i) ~~during~~the date of expiration in such country of the ~~three~~last ~~and~~to ~~nine~~expire ~~months~~Licensed ~~ended~~Patent ~~September~~included 30in the Licensed Technology; (ii) the date of expiration of any exclusivity on the Product granted by a regulatory or government body in such country; or (iii) twenty years from the date of the first commercial sale in such country. Should the periods referred to in Subsections (i) or (ii) expire in a particular country prior to the period referred to in Subsection (iii), ~~2018~~above, asthe ~~compared~~license in that country or those countries shall be deemed a license to the ~~three~~Know-How ~~and~~during ~~nine~~such ~~months~~post-expiration ~~ended~~period. ~~September~~The License Agreement further provides that Canna Powder Israel shall pay 30Yissum the following during the term of the agreement: (i) a royalty equal to 4% of net sales of the Cannabis Powder Products; and (ii) a sublicense fee equal to 20% of any sublicense consideration received by Canna Powder Israel, ~~2017~~as defined in the License Agreement.

~~During~~The Subsidiary commenced efforts to develop the ~~three~~formulation and ~~nine~~process ~~months~~to ~~ended~~produce ~~September~~medical ~~30,~~products ~~2018~~using wenew ~~generated~~technology ~~revenues~~involving nano-powder derived from cannabis oil. Development of $0Canna ~~and~~Products $0is asbeing ~~compared~~conducted ~~three~~at ~~and~~the ~~nine~~Hebrew ~~months~~University ~~ended~~pursuant to the ~~September~~term ~~30,~~of ~~2017~~the inFeasibility ~~which~~Study weand ~~also~~Option ~~generated~~Agreement ~~revenues~~under the supervision of $0the ~~and~~inventor $0of the technology, ~~respectively~~Professor Shlomo Magdassi. Products will be supplied to producers of medical cannabis products.

~~Our~~In ~~research~~addition, ~~and~~the ~~development~~Company ~~expenses~~has ~~during~~signed ~~the~~a ~~three~~binding ~~and~~memorandum ~~nine~~of ~~months~~understating ~~ended~~with ~~September~~UNV 30Medicine Ltd. (“UNV”, ~~2018~~a ~~were~~public ~~$45~~company organized under the laws of Israel),~~321~~ ~~and~~under which Canna Powder Ltd paid $~~102~~274,~~202~~531 asto ~~compared~~UNV and in return UNV will finance and purchase a line of production equipment to be used for the ~~three~~production ~~and~~of ~~nine~~the ~~months~~Canna ~~ended~~Products, ~~September~~based 30on the specifications that will be transferred to UNV by Canna Israel. In addition, ~~2017~~Canna inLtd received 200,000 UNV Shares on which ~~the~~it ~~research~~recorded ~~and~~an ~~development~~unrealized ~~expenses~~gain ~~were~~in $0marketable securities ~~and~~of $0116,010 ~~respectively. The~~as ~~significant~~of ~~increase~~March ~~was~~31, ~~due~~2019 toand ~~research~~unrealized ~~and~~loss ~~development~~of ~~activities~~$166,367 as of ~~the~~December ~~new~~31, ~~subsidiary~~2018.

~~Our~~The ~~general~~Company currently expects that the research and ~~administrative~~development ~~expenses~~program ~~during~~under the ~~three~~Agreement ~~and~~will ~~nine~~be ~~months~~completed ~~ended~~within ~~September~~three 30years, with ~~2018~~commercial ~~were~~sales ~~$57,300~~starting ~~and~~in ~~$295~~2021,~~183~~ However, ~~respectively as~~there ~~compared~~can tobe ~~the~~no ~~three~~assurance ~~months~~that ~~ended~~the ~~September~~development ~~30,~~of ~~2017~~the intechnology ~~which~~will webe ~~had~~successful or ~~general~~if ~~and~~successful ~~administrative~~in ~~expense~~the ofanticipated ~~$10~~timeframe. Additionally,~~774~~ ~~and~~there ~~nine months~~can ~~ended~~be ~~September~~no ~~30,~~assurance ~~2017~~that inthe ~~which~~Company wemay ~~had~~not ~~general~~require ~~and~~additional capital ~~administrative~~to ~~expenses~~fully ofimplement ~~$14,724.~~its ~~The~~business ~~significant~~plan ~~increase~~and ~~was~~complete ~~mostly due~~production toof ~~general~~commercially ~~and~~viable ~~administrative~~products ~~expenses~~based inon the ~~new~~technology ~~subsidiary~~being developed.

~~Other~~In ~~expenses~~the ~~during~~commercial stage, the ~~three~~Company’s plan is to establish and ~~nine~~operate ~~months~~several ~~ended~~facilities ~~September~~for ~~30,~~the ~~2018~~production ~~were~~of $0medical cannabis and $0cannabis-based powders for medical use, ~~respectively~~in ~~compared~~locations to ~~$362~~be determined by the Company according to their size and ~~$484,~~regulatory environment. ~~respectively~~While there can be no assurance, ~~for~~ at present the ~~three~~Company ~~and~~believes ~~nine~~that ~~months~~it ~~ended~~will ~~September~~be ~~30,~~able ~~2017~~to produce cannabis powders for medical uses at a significant cost advantage.

Other expenses of $484 for the nine months ended September 30, 2017 were comprised of $534 interest expenses offset by $50 gain from debt settlement during the same period in the prior year, while other expenses of $362 for the three months ended September 30, 2017 were comprised of $362 interest expenses.16

WeResults ~~incurred a net loss attributable to the company~~ of ~~$95,936~~Operations ~~and $375,513, respectively,~~ during the three ~~and nine~~ months ended ~~September~~ 30March 31, ~~2018~~2019 as compared to ~~$11,136 and $15,208, respectively, during~~ the ~~same~~three ~~periods~~months inended ~~the~~March ~~prior~~31, ~~year~~2018.

The loss attributable to non-controlling interest for the three and nine months ended September 30, 2018 was $6,685 and $21,872, respectively, compared to $0 and $0, respectively, during the same periods in the prior year.Revenues

13We have not generated any revenues in the three months ended March 31, 2019 and March 31, 2018.

Operating Expenses

Total operating expenses for the three months ended March 31, 2019 were $489,5475 as compared to total operating expenses of $105,995 for the three months ended March 31, 2017. Our research and development expenses during the three months ended March 31, 2019 were $30,405 as compared to the three months ended March 31, 2018 in which the research and development expenses were $38,812. The decrease was due to research and development activities of the new subsidiary.

Our general and administrative expenses during the three months ended March 31, 2019 were $459,070, respectively as compared to the three months ended March 31, 2018 in which we had general and administrative expense of $67,183. The increase was due to general and administrative expenses incurred in the subsidiary.

We incurred a net loss attributable to the Company of $478,968 during the three months ended March 31, 2019 compared $98,043 during the same period in the prior year.

The loss attributable to non-controlling interest for the three months ended March 31, 2019 was $10,507, compared to $7,952 during the same period in the prior year.

Liquidity and Capital Resources

~~Our~~As ~~balance sheet as~~ of ~~September~~March 3031, ~~2018~~2019 ~~reflects~~we had $~~735~~951,~~931~~017 in total assets consisting of cash and cash equivalents of $~~721~~707,~~414 and prepaid assets of $14~~395,~~517.~~ Asmarketable ofsecurities ~~December 31, 2017, our balance sheet reflects $330,926 in total assets consisting~~ of ~~cash and cash equivalents of~~ $~~326~~224,~~730~~174 and prepaid assets of $419,~~196~~448.

AsWe ~~of September 30, 2018, we~~ had ~~total~~positive ~~current~~working ~~liabilities~~capital of $0.946,017 Asas of ~~December~~March 31, ~~2017~~2019 compared to $702,097 weat ~~had~~December ~~total~~31, ~~current~~2018. ~~liabilities~~Such ofworking ~~$800~~capital ~~consisting~~has ofbeen ~~accounts~~sufficient ~~payable~~to ~~and~~sustain ~~accrued~~our ~~liabilities~~operations ofto ~~$800~~date. ~~and~~Our ~~long-term~~total liabilities as of March 31, 2019 were $25,~~687~~000 ~~consisting~~compared ofto ~~notes~~$25,159 at ~~payable~~December 31, 2018.

WeNet ~~had~~Cash ~~positive~~Used ~~working~~in ~~capital~~Operating of $735,931 as of September 30, 2018 compared to $330,126 at December 31, 2017. Such working capital has been sufficient to sustain our operations to date. Our total liabilities as of September 30, 2018 were $0 compared to $3,487 at December 31, 2017.Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, we used $~~408~~235,~~506~~615 in our operating activities. This resulted from a net loss of $~~375~~478,~~513~~968 attributable to Canna Powder, Inc. $2110,~~872~~507 loss attributable to non-controlling interest, decrease of $~~800~~20,159 in ~~account~~accounts payable and accrued liabilities and increase in prepaid expenses of $106,~~321~~601, offset by non-cash compensation of $280,620.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, we used $16119,~~503~~260 in our operating activities. This resulted from a net loss of $1598,~~208,~~043 ~~increase~~attributable into ~~gain~~Canna onPowder, ~~settlement~~Inc. ~~of notes payable of~~ $507,952 ~~decrease~~loss inattributable ~~account~~to ~~payable~~non-controlling ofinterest ~~$495~~ and ~~decrease~~increase in ~~accrued~~prepaid ~~expense~~expenses of $~~750~~13,265.

~~During~~Net ~~the~~Cash ~~nine~~Provided ~~months ended September 30, 2018, we financed our negative cash flow~~ by ~~financing~~Financing ~~activities through sale of common stock in the amount of $813,900 offset by payments to notes payable of $2,687.~~Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2019, we financed our negative cash flow by financing activities through ~~issuance~~sale of ~~notes~~common stock ~~payable~~in the amount of $16334,~~503~~000.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, ~~and~~we ~~nine~~financed ~~months~~our ~~ended~~negative ~~September~~cash 30flow by financing activities through sale of common stock in the amount of $123,600, ~~2018~~offset ~~there~~by ~~were~~principal nopayment ~~investment~~on ~~activities~~debt in the amount of $2,687.

~~While~~During ~~management of~~ the ~~Company~~three ~~believes~~months ~~that~~ended ~~the~~March ~~Company will be successful in its current and planned operating activities~~31, there can be no assurance that the Company will be successful in the achievement of sales of its products that will generate sufficient revenues to earn a profit and sustain the operations of the Company. The Company intends to conduct additional capital formation activities through the issuance of its common stock in 2018 ~~unless~~ and ~~until~~three wemonths ~~begin~~ended toMarch ~~generate~~2019 ~~revenues~~there ~~from~~were ~~licensing~~no ~~our products~~investment ~~which are in development~~activities.

~~Our~~While ~~ability~~management toof ~~create~~the ~~sufficient~~Company ~~working~~believes ~~capital~~that tothe ~~sustain~~Company uswill ~~over~~be ~~the~~successful ~~next~~in ~~twelve-month~~its ~~period,~~current and ~~beyond,~~planned isoperating ~~dependent~~activities, ~~on our~~there ~~entering~~can ~~into~~be ~~additional~~no ~~licensing~~assurance ~~agreement~~that ~~and~~the onCompany ~~our~~will ~~success~~be successful in ~~issuing~~developing ~~additional~~and ~~debt~~commercializing orit ~~equity,~~planned products or ~~entering~~if ~~into strategic~~successful ~~arrangement~~in ~~with~~generating asufficient ~~third~~revenues ~~party.~~to ~~There~~earn ~~can~~a beprofit noand ~~assurance~~sustain ~~that~~the ~~sufficient~~operations ~~capital~~of ~~will~~the beCompany. ~~available~~The Company intends to ~~us.~~finance Weits operations ~~currently~~by ~~have~~the ~~no agreements,~~sale ~~arrangements~~of equity or ~~understandings~~debt ~~with~~securities ~~any~~unless ~~person~~and tountil ~~obtain~~we ~~funds~~begin ~~through~~to ~~bank~~generate ~~loans,~~revenues ~~lines~~from oflicensing ~~credit~~our orproducts which ~~any~~are ~~other~~in ~~sources~~development.

Our ability to create sufficient working capital to sustain us over the next twelve-month period, and beyond, is dependent on our entering into additional licensing agreements and on our success in issuing additional debt or equity or entering into strategic arrangements with a third party. There can be no assurance that sufficient capital will be available to us, and if available on favorable terms. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents

We ~~have~~are ~~not~~a ~~entered~~smaller ~~into,~~reporting company and doare not ~~expect~~required to ~~enter~~provide ~~into,~~this ~~financial instruments for trading or hedging purposes~~information.

ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of September 30, 2018, the Company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of March 31, 2019, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our internal controls are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only two persons, one of which is the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1417

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS Back to Table of Contents

WeTo ~~are~~our ~~not~~knowledge, ~~currently~~there ~~subject~~are tono ~~any~~pending ~~material~~ legal proceedings, ~~nor,~~ to ~~our~~which ~~knowledge,~~the Company is a party or in which any ~~material~~director, ~~legal~~officer ~~proceeding~~or ~~threatened~~affiliate ~~against~~of ~~us.~~the ~~However~~Company, ~~from~~any ~~time~~owner toof ~~time~~record or beneficially of more than 5% of any class of voting securities of the Company, weor ~~may~~security holder ~~become~~is a party adverse to ~~certain~~the ~~legal~~Company ~~proceedings~~or inhas a material interest adverse to the ~~ordinary~~Company. ~~course~~The Company’s property is not the subject of ~~business~~any pending legal proceedings.

ITEM 1A. RISK FACTORS Back to Table of Contents

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading “Risk Factors” in our Annual Report on Form 10-12G for the year ended December 31, 2017, which could materially affect our business, financial condition or future results. The ~~risks described in our Annual~~ ~~Report~~Company onis ~~Form~~a ~~10-12G~~smaller ~~are~~reporting ~~not~~company ~~the only risks facing our Company. Additional risks~~ and ~~uncertainties~~is not ~~currently~~required ~~known~~ to ~~us or~~provide ~~that~~this ~~we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results~~information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of Contents

OnExcept ~~October~~as ~~17,~~set ~~2017~~forth below, ~~the~~there ~~Company~~were ~~sold~~no asales ~~total~~ of ~~6,300,000~~equity ~~shares~~securities tosold 13during ~~shareholders~~the atperiod ~~$0.01~~covered ~~per~~by ~~share~~this ~~for~~Report athat ~~total~~were ~~cash~~not ~~consideration~~registered ofunder ~~$63,000.~~the ~~Four~~Securities ofAct ~~the~~and ~~shareholders~~were ~~are~~not ~~related~~previously ~~parties~~reported in a Current Report on Form 8-K filed by the Company.

On ~~October~~December 246, ~~2017~~2018 ~~the Company issued 666~~50,~~667~~000 shares towere 1issued ~~shareholder~~to atone ~~$0.075~~officer ~~per~~for ~~share~~services ~~for~~the ~~cash~~shares ~~consideration~~were ofvalued at $5026,000.

~~Between~~On ~~November 15, 2017 and~~ December 712, ~~2017,~~2018 ~~the~~one ~~Company~~consultant ~~sold~~was aissued ~~total of 1~~50,000~~,000~~ ~~units~~Class ~~for~~C ~~cash~~Warrants ~~consideration~~exercisable offor ~~$300,000 at price~~a of four-year ~~$.30~~period ~~(the~~to ~~“Units”),~~acquire ~~each unit comprised of~~ one share of common stock ~~and one class A warrant exercisable~~ at ~~$0.50 per share with~~ a ~~term~~price of ~~24 months. The relative fair value of the stock with embedded warrants was~~ $~~132,458 for the common stock and $167,542 for the class A warrants~~2.40 ~~The~~per ~~warrants were valued using the Black-Scholes model with volatility of approximately 163% and discount rates ranging from 1~~share.~~68% to 1.8%.~~

~~Between~~On ~~March~~December 2012, 2018 ~~and March 29~~, ~~2018,~~one ~~the~~consultant ~~Company~~was ~~sold~~issued ~~a total of 206~~75,000 ~~units~~Class ~~for~~E ~~cash~~Warrants ~~consideration~~exercisable offor ~~$123,600~~a atfive-year ~~price~~period ofto ~~$.60 (the~~acquire ~~“Units”), each unit comprised of~~ one share of common stock ~~and~~at ~~one~~a ~~class~~price Bof ~~warrant exercisable at~~ $10.2001 per share ~~with a term of 24 months~~. The ~~relative fair value of the stock with embedded~~ warrants ~~was~~are ~~$44,454~~vesting ~~for~~equally ~~the~~over ~~common~~eight ~~stock and $79,146 for the class B Warrants~~quarters.

~~Between~~On ~~April~~January 31, ~~2018 and May 14~~2019, ~~2018,~~ the Company ~~sold~~issued ato ~~total~~two ofofficers ~~1,150,500~~in ~~units~~consideration for ~~cash~~services ~~consideration~~provided ofto ~~$690~~the Company, 300,000 atthree-year Class ~~price~~I ofWarrants ~~$.60 (the~~at ~~“Units”),~~an ~~each~~exercise ~~unit~~price ~~comprised~~ of ~~one~~$.01 per share ofand ~~common~~300,000 ~~stock~~ and ~~one~~300,000 ~~class~~three-year BClass ~~warrant~~J ~~exercisable~~Warrants at an exercise price of $1.2030 per share ~~with~~. aThe ~~term~~warrants ofare 24vesting ~~months.~~one ~~The~~third ~~relative~~immediately, ~~fair~~one ~~value~~third ofon ~~the~~December ~~stock~~31, ~~with~~2019 ~~embedded~~and ~~warrants~~one ~~was~~third ~~$290~~on December 31,~~996~~ ~~for~~2020. On February 28, 2019, the Company issued 99,576 shares of common stock ~~and~~to ~~$399,304 for~~one ~~the~~person ~~class~~in Ba ~~Warrants~~cashless exercise of Class I warrants.

~~Share based~~On ~~payment~~January ~~transactions~~24, ~~were~~2019, ~~accounted for in accordance with~~ the ~~requirements~~Company ofsold ~~ASC 505-50 Equity Based Payments to Non Employees.~~a ~~Paragraph~~total ~~505-50-30-6~~of ~~establishes~~334,000 ~~that~~units ~~share-based~~for ~~payment~~cash ~~transactions~~consideration ~~with~~of ~~nonemployees~~$334,000 ~~shall be measured~~ at ~~the~~price ~~fair value~~ of ~~the~~$1.00, ~~consideration~~each ~~received~~unit orwas ~~the~~comprised ~~fair value~~ of ~~the~~one ~~equity~~share ~~instruments~~of ~~issued~~common stock, one ~~whichever~~Class isF ~~more~~warrant ~~reliably~~exercisable ~~measurable~~at $3.00 ~~The~~per ~~Company measured~~ share~~-based~~ ~~payment~~with ~~transactions~~a atterm ~~the fair value~~ of ~~the~~36 ~~shares~~months ~~issued~~and atone ~~date~~Class ofG ~~grant,~~warrant ~~the~~exercisable ~~Company~~at ~~believes~~$5.00 ~~that~~per ~~the~~share ~~value~~with ofa ~~the~~term ~~shares~~of is60 ~~more reliably measurable~~months.

On January 31, 2019 we issued a four-year Class E Warrant to purchase 50,000 shares of common stock at an exercise price of $0.01 per share to a consultant for business development services provided to the Company.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. MINE SAFTY DISCLOSURE. Back to Table of Contents

Not applicable.

ITEM 5. OTHER INFORMATION Back to Table of Contents

Not applicable.

ITEM 6. EXHIBITS Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.		Description
3.1.1		Certificate of Amendment of Certificate of Incorporation (Incorporated by reference from our Registration Statement on Form 10-12G/A filed on July 3, 2018).
31.1		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Shai Cohen, Chief Executive Officer, filed herewith.
3.2		Bylaws (Incorporated by reference from our Registration Statement on Form 10-12G/A filed on July 3, 2018).
31.2		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, Chief Financial Officer, filed herewith.
31.1		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Liron Carmel, CEO, filed herewith.
32.1		Section 906 of the Sarbanes-Oxley Act of 2002 of Shai Cohen, Chief Executive Officer, filed herewith.
31.2		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, CFO, filed herewith.
32.2		Section 906 of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, Chief Financial Officer, filed herewith.
32.1		Section 906 of the Sarbanes-Oxley Act of 2002 of Liron Carmel, CEO, filed herewith.
32.2		Section 906 of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, CFO, filed herewith.

1618

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Canna Powder, Inc. /s/ ~~Liron~~Shai ~~Carmel~~Cohen ~~Liron~~Shai ~~Carmel~~Cohen Chief Executive Officer (Principal Executive Officer) /s/ Oded Gilboa Oded Gilboa Chief Financial Officer ~~October~~(Principal 31Financial and Accounting Officer) May 14, ~~2018~~2019

1719

Filing Compare · CANNAPOWDER, INC.