FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cohen Shai Marco

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/18/2019 

3. Issuer Name and Ticker or Trading Symbol

CANNAPOWDER, INC. [CAPD]

(Last)        (First)        (Middle)

5509 WINDMIER CIRCLE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

DALLAS, TX 75252       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   6250000   (1) I   By limited liability company  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock Warrants (right to buy)   11/15/2017   11/15/2019   Common Stock   250000   (2) $.50   I   By limited liability company  
Class E Common Stock Warrants (right to buy)   11/1/2018   11/1/2022   Common Stock   100000   $0.01   I   By limited liability company  
Class E Common Stock Warrants (right to buy)   1/31/2019   1/31/2023   Common Stock   50000   $0.01   I   By limited liability company  
Class F Common Stock Warrants (right to buy)   11/1/2018   11/1/2021   Common Stock   100000   $3.00   I   By limited liability company  
Class G Common Stock Warrants (right to buy)   11/1/2018   11/1/2023   Common Stock   200000   $5.00   I   By limited liability company  
Class H Common Stock Warrants (right to buy)   11/1/2018   11/1/2023   Common Stock   100000   $1.00   I   By limited liability company  

Explanation of Responses:
(1)  The reporting person disclaims beneficial ownership as to an aggregate of 3,205,000 shares over which he has no pecuniary interest.
(2)  The reporting person disclaims beneficial ownership as to 200,000 shares issuable upon exercise of the warrant over which he has no pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cohen Shai Marco
5509 WINDMIER CIRCLE
DALLAS, TX 75252
X


Signatures
/s/Shai Cohen 5/9/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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