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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 ORor 15(Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): March 30, 2020

Date of Report (Date of earliest event reported): May 1, 2019

CANNAPOWDER, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-26027

(Commission File Number)

68-0080601

(I.R.S. Employer Identification No.)

10250 Constellation Blvd, Suite 100

10250 constellation Blvd, Suite 100

Los Angeles, California 90067

90067

(Address of principal executive offices)

(Zip Code)

~~Los~~Registrant’s ~~Angeles~~telephone number, ~~California~~including ~~90067~~area code: +(972) 54-222-9702

N/A (~~Address of~~Former ~~principal~~name ~~executive~~or ~~offices)~~former ~~(Zip~~address, ~~Code~~if changed since last report)

~~+(972)~~Check 54the appropriate box below if the Form 8-~~222-9702~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ } Written communications pursuant to Rule 425 under the Securities Act (~~Registrant’s telephone~~17 ~~number,~~CFR ~~including~~230.425) ~~area~~[ ~~code~~} 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))

10Securities ~~Hayetsira~~registered ~~St,~~pursuant ~~P.O.~~to ~~Box~~Section ~~2580~~12(b) of the Act:

~~Raanana, Israel~~Title ~~4366356~~of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A

(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 1-Registrant’s~~Item ~~Business~~8.01 ~~and~~Other ~~Operations~~Events.

~~Item~~Cannapowder, 1Inc.01, ~~Entry~~a ~~into~~Nevada corporation (the “Company”, “we” , “our” or “us”), makes the following disclosure pursuant to an order issued by the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2020 (the “SEC Order”), providing conditional relief to public companies that are unable to timely comply with their filing obligations as a ~~Material~~result ~~Definitive~~of ~~Agreement~~the outbreak of the novel coronavirus (“Covid-19”).

~~Cohen~~The ~~Services~~current ~~Agreement~~outbreak of Covid-19 has posed a significant impact on the Company’s ability to file on a timely basis its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”), which is due to be filed on March 30, 2020 (the “Original Due Date”). Therefore, the Company has elected to rely on the conditional filing relief provided under the SEC Order.

OnThe ~~May~~preparation 1,of ~~2019, Cannapowder, Inc. (~~the “Company~~”),~~’s ~~entered~~Annual ~~into~~Report, aincluding ~~service~~financial ~~agreement~~statements ~~with~~and ~~Shai~~completion ~~Cohen~~of (the ~~“Cohen~~auditing process, has been ~~Service~~delayed ~~Agreement”)~~by ~~pursuant~~government-imposed toquarantines, office closures and travel restrictions, which ~~Mr.~~affect ~~Cohen~~both ~~will~~the ~~serve~~Company’s asand its ~~chief~~service ~~executive~~provider’s ~~officer~~personnel. Similar and ~~chairman~~more ofstringent rules have been imposed by the ~~board~~Israeli ofgovernment on the Company.’s ~~The~~Israeli ~~term~~based ofoperations and business. Specifically, the ~~Cohen~~Company ~~Service~~and ~~Agreement~~its ~~commenced~~licensors/vendors, onas ~~May~~well 1as its accounting staff, ~~2019~~has significant ~~and~~operations ~~will~~in ~~continue~~Israel, aswhich ~~long~~has asbeen locked down by the ~~Company~~government ~~continues~~since ~~its~~on ~~operations~~or about March 10, 2020, with a subsequent ~~and~~shut ~~progress~~down inof ~~fulfilling~~businesses ~~its~~and ~~goals~~expanded ~~unless~~quarantine, ~~sooner~~due ~~terminated~~to inconcerns ~~accordance~~related ~~with~~to the ~~Agreement~~spread of Covid-19. As ~~compensation~~a ~~therefor~~result of these government-imposed quarantines un the United States and Israel, ~~Mr.~~office closings and travel restrictions, the Company’s accounting personnel ~~Cohen~~and ~~will~~service beproviders ~~entitled~~have been unable to aprocess ~~signing~~certain ~~bonus~~of its accounting records and receipts required to complete the audit of athe ~~two-year~~Company’s ~~immediately~~financial ~~exercisable~~statements. ~~Class~~Considering Ithe ~~warrant~~lack toof ~~purchase~~time ~~250~~for the compilation,~~000~~ ~~shares~~dissemination and review of the ~~common~~information ~~stock~~required to be presented, and the importance of investors receiving materially accurate information in the Annual Report, the Company athas andecided ~~exercise~~to ~~price~~rely ofon $0the SEC Order.01 ~~per~~The ~~share~~Company plans to file the Annual Report no later than May 14, ~~which~~2020, or ~~may~~within be45 ~~exercised~~days onafter athe ~~cashless~~Original ~~basis~~Due Date.

~~Mr. Cohen~~When ~~will~~we ~~also~~file ~~be entitled to an annual fee of $1.00 and~~ the ~~following~~Annual ~~warrants: (i) a five-year Class H warrant to purchase 150~~Report,~~000~~ ~~shares~~we ofplan ~~common stock of the Company at an exercise price of $1.00 per share; (ii) a three-year Class F warrant~~ to ~~purchase~~ ~~150,000~~include ~~shares of common stock of~~ the ~~Company~~following atrisk ~~an exercise price of $3.00 per share; and (iii) a five-year Class G warrant to purchase 100~~factor,~~000~~ ~~shares~~as ofmay ~~common~~be ~~stock~~expanded ofor ~~the~~revised ~~Company~~as atwe andetermine ~~exercise~~is ~~price of $5.00 per share.~~appropriate, ~~Such~~so ~~warrants~~as ~~will~~to ~~vest in twelve~~reflect ~~equal~~the ~~quarterly~~yet ~~installments,~~unknown ~~commencing July 1, 2019, provided that Mr. Cohen is providing services on each such vesting date. The Class H, Class F~~ and ~~Class~~constantly Gevolving ~~warrants~~effects ~~may~~of ~~be exercised on a cashless basis in accordance with~~ the ~~formula~~COVID-19 inlockdown ~~the Agreement. Mr. Cohen will also be reimbursed for travel~~ and ~~lodging~~worldwide ~~expenses outside of Israel. The Company will also provide health insurance to Mr. Cohen.~~crisis:

The ~~Company~~outbreak ~~and~~of ~~Mr.~~the ~~Cohen~~coronavirus ~~may~~disease ~~terminate~~(COVID-19), and the ~~Cohen~~resulting ~~Service~~government-imposed ~~Agreement~~quarantines, atfactory, ~~any~~university ~~time~~and office ~~upon~~closings 90and ~~days~~travel ~~prior~~restrictions, ~~written~~may ~~notice~~have ~~and~~a ~~the~~material ~~Company may~~adverse ~~immediately~~effect ~~terminate~~on ~~the~~our ~~Agreement~~business, ~~for~~financial ~~“cause”~~condition asand ~~defined~~results inof operations. ~~the~~Many ~~Agreement.~~of ~~Regardless,~~these ~~the~~effects ~~warrants~~are ~~offer~~not ~~stand~~even completely known at this time.

~~Dusa~~On ~~Service~~January ~~Agreement~~30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. As many United States jurisdictions have mandated quarantines and or “lockdowns” of businesses and organizations, this has resulted in an economic as well as health crisis. The significant outbreak of COVID-19 has resulted in a widespread health crisis that are proving to adversely affect the economies and financial markets worldwide, and could adversely affect our business, research and development activities, results of operations and financial condition, including extended closures of licensor R&D locations, offices, and the inability to expand our business model, due to social distancing and concern over contracting COVID-19. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations are yet unascertainable and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.

OnCertain ~~May~~of 1,the ~~2019,~~statements ~~Canna~~contained ~~Powder~~in ~~Ltd.~~this ~~(the~~report ~~“Subsidiary”),~~should anbe ~~Israeli~~considered ~~corporation~~forward-looking ~~and~~statements awithin ~~subsidiary~~the meaning of the ~~Company~~Securities Act of 1933, ~~entered into~~as aamended, ~~service~~the ~~agreement~~Securities (Exchange Act of 1934, as amended, and the ~~“Dusa~~Private ~~Service~~Securities ~~Agreement”)~~Litigation ~~with~~Reform ~~One~~Act of 1995. aThese ~~kind~~forward-looking ~~marketing~~statements ~~DUSA~~are ~~LLC,~~often aidentified ~~Texas~~by ~~limited~~the ~~liability company~~use (of forward-looking terminology such as “~~Dusa~~will,”) “believes,” to“expects,” ~~provide~~“endeavor” ~~international~~or ~~business~~similar ~~development~~expressions, involving known and ~~strategic~~unknown ~~marketing~~risks and ~~services~~uncertainties. toAlthough the ~~Subsidiary. The~~Company ~~term~~believes ofthat the ~~Agreement~~expectations ~~commenced~~reflected onin ~~May~~these 1forward-looking statements are reasonable, they ~~2019~~do involve assumptions, risks and ~~will~~uncertainties, ~~continue~~and asthese ~~long~~expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the ~~Company~~date ~~continues~~of ~~its~~this ~~operations~~report. ~~and~~The ~~progress~~Company’s actual results could differ materially from those anticipated in ~~fulfilling~~these ~~its~~forward-looking ~~goals~~statements ~~unless~~as ~~sooner~~a ~~terminated~~result of a variety of factors, including the risk factors discussed in ~~accordance~~the Company’s periodic reports that are filed with the ~~Agreement.~~SEC Asand ~~compensation~~available ~~therefor,~~on ~~Dusa~~the ~~will~~SEC’s website be(http://www.sec.gov). ~~entitled~~ All forward-looking statements attributable to ~~monthly~~the ~~fee~~Company ofor ~~$15,000.~~persons ~~Dusa~~acting ~~will~~on ~~also~~its bebehalf ~~reimbursed~~are ~~for~~expressly qualified ~~travel~~in ~~and~~their ~~lodging~~entirety ~~expenses~~by ~~outside~~these ofrisk ~~Israel~~factors. ~~The~~Other ~~Subsidiary~~than ~~and Dusa~~as ~~may~~required ~~terminate~~under the ~~Dusa~~applicable ~~Service~~securities ~~Agreement~~laws, atthe ~~any~~Company ~~time~~does not ~~upon~~assume 30a ~~days~~duty ~~prior~~to ~~written~~update ~~notice~~these forward-looking statements.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance of the securities by the Company pursuant to the Cohen Service Agreement and the Dusa Service Agreement referenced in Item 1.01 were made without registration under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemptions provided by Section 4(2) of the Act and Regulation D promulgated thereunder.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

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

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: ~~June~~March 1330, ~~2019~~2020

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