Item
3.02 Unregistered Shares of Equity Securities
During
the period from October 18, 2018 to October 22, 2018, CannaPowder, Inc. (the “Company”), issued and sold: (i) 345,166
restricted shares of common stock (the “Shares”) to five accredited investors including four “Non-U.S. Persons”
(as that term is defined under Rule 902 of Regulation S promulgated the United States Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended (the “Act”) for total proceeds of $207,100, based
upon a price of $0.60 per Share ; and (ii) 174,983 Shares to four accredited investors, including two “Non-US Persons”
accredited investors for total proceeds of $209,980, based upon a price of $1.20 per Share.
In
addition, on December 12, 2018, the Company entered into separate service agreements with 3 principal shareholders, each an accredited
investor, and in consideration for bona fide services, the Company issued: (i) 450,000 Class I Warrants exercisable for a period
of two years at an exercise price of $.01 per Share; and (ii) 750,000 Class J Warrants exercisable for a period of three years
at an exercise price of $.30 per Share. On December 31, 2018, the Company issued to two officers in consideration for their services:
(iii) 300,000 Class I Warrants exercisable for a period of two years at an exercise price of $.01 per Share; and (iv) 300,000
Class J Warrants exercisable for a period of three years at an exercise price of $.30 per Share.
In
connection with separate service agreements with three unrelated service providers dated December 10, 2018 and December 12, 2018,
respectively, all accredited investors, two of whom are U.S. residents, the Company issued 275,000 Class E Warrants exercisable
for a period of four years at an exercise price of $0.01 per Share, 50,000 Class C warrants exercisable for a period of four years
at an exercise price of $2.40 per Share, 100,000 Class F Warrants exercisable for a period of three years at an exercise price
of $3.00 per Share, 200,000 Class G Warrants exercisable for a period of five years at an exercise price of $5.00 Per Share
and 100,000 Class H Warrants exercisable for a period of five years at an exercise price of $1.00 Per Share.
The
offer and sale of the Shares and the issuance of the Class C, Class I and Class J Warrants, without registration under the Act,
was made in reliance upon the exemption provided Regulation S, and the issuance of the Class E, F, G and H Warrants, without registration
under the Act, was made in reliance upon the exemption provided by Regulation D, promulgated by the SEC under the Act.