UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 181, 2019

CANNAPOWDER, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-26027		68-0080601
(Commission File Number)		(I.R.S. Employer Identification No.)

000-26027
(Commission File Number)

68-0080601
(I.R.S. Employer Identification No.)

1010250 ~~Hayetsira~~Constellation StBlvd, ~~P.O.~~Suite ~~Box 2580~~100

~~Raanana,~~Los ~~Israel~~Angeles, ~~4366356~~California 90067

(Address of principal executive offices) (Zip Code)

+(972) 54-222-9702

(Registrant’s telephone number, including area code)

2010 ~~Raoul~~Hayetsira ~~Wallenberg~~St, ~~Street~~P.O. Box 2580

~~Tel Aviv~~Raanana, Israel ~~6971916~~4366356

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 51-Registrant’s –Business ~~Corporate Governance~~ and ~~Management~~Operations

Item 51.01 ~~Changes~~Entry ininto ~~Control~~a ofMaterial ~~Registrant.~~Definitive Agreement

~~On November 15, 2017, F1 One of a Kind LLC, a Texas limited liability company (“F1”), of which Shai~~ Cohen ~~(“Cohen”) has voting and dispositive power~~ ~~over~~Services shares held by F1, purchased 250,000 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Cannapowder, Inc. (the “Company”) with working capital and was issued a two-year Class A warrant to purchase 250,000 shares of Common Stock at an exercise price of $0.30 per share for consideration of $75,000.Agreement

On ~~November~~May 1, ~~2018~~2019, Cannapowder, Inc. (the “Company”), ~~issued~~entered ~~One~~into of a ~~Kind~~service ~~Dusa,~~agreement ~~LLC,~~with aShai ~~Texas~~Cohen ~~limited liability company~~ (the “~~Dusa~~Cohen Service Agreement”), ofpursuant to which ~~Cohen~~ isMr. ~~the~~Cohen ~~sole~~will ~~owner,~~serve ~~(i)~~as achief ~~four-year~~executive ~~Class~~officer Eand ~~warrant~~chairman ~~to purchase 100,000 shares~~ of ~~Common~~the ~~Stock~~board ~~at an exercise price~~ of $0the Company.01 ~~per~~The ~~share;~~term ~~(ii)~~of athe ~~five-year~~Cohen ~~Class~~Service FAgreement ~~warrant~~commenced toon ~~purchase~~May ~~100~~1,~~000~~ ~~shares~~2019 ofand ~~Common~~will ~~Stock~~continue atas anlong ~~exercise~~as ~~price~~the ofCompany ~~$3.00~~continues ~~per~~its ~~share;~~operations ~~(iii)~~and aprogress ~~five-year~~in ~~Class~~fulfilling Gits ~~warrant~~goals tounless ~~purchase~~sooner ~~200,000~~terminated ~~shares~~in ofaccordance ~~Common~~with ~~Stock~~the atAgreement. anAs ~~exercise~~compensation ~~price~~therefor, ~~of $5~~Mr.00 Cohen ~~per~~will ~~share;~~be ~~and~~entitled ~~(iv)~~ to a ~~five~~signing bonus of a two-year immediately exercisable Class HI warrant to purchase ~~100~~250,000 shares of common ~~Common~~stock ~~Stock~~of the Company at an exercise price of $10.0001 per share, inwhich ~~consideration for~~may ~~marketing~~be ~~and~~exercised ~~business~~on ~~development~~a ~~services~~cashless ~~provided to the Company~~basis.

OnMr. ~~January~~Cohen ~~31,~~will ~~2019~~also be entitled to an annual fee of $1.00 and the following warrants: (i) a five-year Class H warrant to purchase 150,000 shares of common stock of the Company ~~issued~~at ~~Dusa~~an exercise price of $1.00 per share; (ii) a ~~four~~three-year Class EF warrant to purchase 50 150,000 shares of ~~Common~~common ~~Stock~~stock of the Company at an exercise price of $3.00 per share; and (iii) a five-year Class G warrant to purchase 100,000 shares of common stock of the Company at an exercise price of $05.0100 per share., Such warrants will vest in ~~consideration~~twelve equal ~~for~~quarterly ~~marketing~~installments, ~~and~~commencing ~~business~~July ~~development~~1, ~~services~~2019, provided tothat Mr. Cohen is providing services on each such vesting date. The Class H, Class F and Class G warrants may be exercised on a cashless basis in accordance with the formula in the Agreement. Mr. Cohen will also be reimbursed for travel and lodging expenses outside of Israel. The Company will also provide health insurance to Mr. Cohen.

OnThe ~~April~~Company ~~18,~~and ~~2019,~~Mr. ~~Eliyahu~~Cohen ~~Yoresh~~may ~~sold~~terminate ~~425,000~~the ~~shares~~Cohen ofService ~~Common~~Agreement ~~Stock~~at ~~for~~any ~~$212,500~~time ~~and~~upon ~~LIA~~90 ~~Pure~~days ~~Capital~~prior ~~Ltd.~~written ~~sold~~notice ~~75,000~~and ~~shares~~the ofCompany ~~Common~~may ~~Stock~~immediately ~~for~~terminate ~~$37,500~~the toAgreement ~~One~~for of“cause” aas ~~Kind~~defined ~~Kamami~~in ~~LLC,~~the aAgreement. ~~Texas limited liability company~~Regardless, ~~which~~the iswarrants ~~owned~~offer ~~by Cohen. The purchase was made with working capital.~~stand

OnDusa ~~April~~Service 18, 2019, the following persons or entities sold the following number of shares of Common Stock to MNSCO LLC, Delaware limited liability company (“MNSCO”). Cohen is a 49.9% owner of MNSCO and has voting and dispositive power over the shares held by MNSCO.Agreement

Yaad Management & Consulting Ltd.	1,150,000 shares
L.I.A. Pure Capital Ltd.	670,834 shares
Doron Uziel	317,916 shares
Amir Uziel Economic Consulting Ltd.	368,125 shares
Avdinco Ltd.	200,000 shares
Capital Link Ltd.	368,125 shares
Eliyahu Yoresh	250,000 shares
Lavi Krasney	787,500 shares
Nir Reinhold	500,000 shares
Liron Carmel	387,500 shares

On May 1, 2019, Canna Powder Ltd. (the “Subsidiary”), an Israeli corporation and a subsidiary of the Company, entered into a service agreement (the “Dusa Service Agreement”) with One of a kind marketing DUSA LLC, a Texas limited liability company (“Dusa”), to provide international business development and strategic marketing services to the Subsidiary. The term of the Agreement commenced on May 1, 2019 and will continue as long as the Company continues its operations and progress in fulfilling its goals unless sooner terminated in accordance with the Agreement. As compensation therefor, Dusa will be entitled to monthly fee of $15,000. Dusa will also be reimbursed for travel and lodging expenses outside of Israel. The Subsidiary and Dusa may terminate the Dusa Service Agreement at any time upon 30 days prior written notice.

~~Total~~Section ~~consideration~~3 ~~for~~– ~~above~~Securities ~~transactions~~and ~~was~~Trading ~~$2,500,000 which was paid from working capital.~~Markets

~~There~~Item ~~were~~3.02 noUnregistered ~~arrangements,~~Sale ~~understandings or agreements between the above selling stockholders and Cohen or any~~ of ~~his~~Equity ~~affiliates with respect to the election of directors or other matters.~~Securities

~~After~~The ~~giving~~information ~~effect~~contained toabove ~~these~~in ~~sales,~~Item ~~Cohen~~1.01 ~~beneficially~~is ~~owns~~hereby anincorporated ~~aggregate~~by ofreference ~~7,050,000~~into ~~shares~~this ~~(which~~Item ~~includes~~3.02. ~~800,000~~The ~~shares~~issuance ~~issuable~~of the securities ~~upon~~by the ~~exercise~~Company ofpursuant ~~currently~~to ~~exercisable~~the ~~warrants)~~Cohen orService ~~approximately~~Agreement ~~54.4%~~and onthe aDusa ~~fully-diluted~~Service ~~basis~~Agreement ofreferenced ~~the~~in ~~issued~~Item ~~and~~1.01 ~~outstanding~~were made without ~~common~~registration ~~stock~~under the Securities Act of ~~the~~1933, ~~Company~~as ~~based~~amended ~~upon~~(the 12“Act”),~~156,177~~ ~~shares~~in ~~issued~~reliance ~~and~~on ~~outstanding~~the asexemptions provided by Section 4(2) of ~~April~~the ~~18,~~Act ~~2019~~and Regulation D promulgated thereunder.

~~There~~Section ~~are~~9-Financial noStatements ~~arrangements~~and ~~known to the Company of which may at a subsequent date result in a change of control of the Company.~~Exhibits

Item 59.0201 ~~Departure~~Financial ofStatements ~~Directors~~and ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

On May 7, 2019, Liron Carmel resigned as Chief Executive Officer and a director of the Company and Shai Cohen was appointed Chief Executive Officer and a director of the Company. Mr. Carmel’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Exhibit No.		Description

10.6		Service Agreement, dated May 1, 2019, between CannaPowder, Inc. and Shai Cohen

10.7		Service Agreement, dated May 1, 2019, between Canna Powder Ltd. and One of a kind marketing DUSA LLC

Mr. Cohen, age 54, has served as the Company’s chief executive officer since May 7, 2019. Mr. Cohen has been an entrepreneur and business development advisor since 1997. With numerous successful global ventures, Mr. Cohen advises senior management teams on creating strategic business development plans and building brands for targeted markets. Mr. Cohen served in the Israel Defense Forces as a paratrooper and earned a Bachelors’ degree in international business from the Armstrong School of Business, in Berkeley, California.

There are no arrangements or understandings between Mr. Cohen and any other person pursuant to which he was selected as an officer and a director.

There is no family relationship between Mr. Cohen and any officer or director of the Company.

Other than as described in Item 5.01 above, there were no transactions since January 1, 2017, or any proposed transactions, to which the Company was or is to be a party, in which Mr. Cohen had or is to have a direct or indirect material interest.

There is currently no arrangement or agreement regarding the compensation of Mr. Cohen.

SIGNATURES

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

	CANNAPOWDER, INC.

	By:	/s/ Shai Cohen
	Name:	Shai Cohen
	Title:	Chief Executive Officer

Date: ~~May~~June 2013, 2019

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