General statement of acquisition of beneficial ownership

STYLE="font: 10pt Times New Roman, Times, Serif">

(Name of Issuer)

Common Stock

(Title of Class of Securities)

13764 A 106

(CUSIP Number)

c/o Shai M. Cohen

Ben Guriun St #1

B.S.R tower 2

Bnei Break, Israel 5120149

(972)52-298-6205

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with a copy to:

The Crone Law Group P.C.

500 Fifth Avenue, Suite 938

New York, New York 10110

Attention: Mark E. Crone, Esq.

Telephone: 1(646) 861-7891

April 15, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 13764 A 106 13D Page 2 of 7

1.

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SHAI M. COHEN

IRS#:

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) [X]

(b) [  ]

3.

SEC USE ONLY

4.

SOURCE OF FUNDS (see instructions)

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[  ]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

550,000(1)

8.

SHARED VOTING POWER

5,000,000(2)

9.

SOLE DISPOSITIVE POWER

550,000(1)

10.

SHARED DISPOSITIVE POWER

5,000,000(2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,550,000(1)(2)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

[X]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.75%

14.

TYPE OF REPORTING PERSON (see instructions)

IN

(1) Includes 500,000 shares owned and acquired by One of a Kind Kamami LLC on April 15, 2019, an entity wholly owned by Shai Cohen; and 50,000 shares owned by F1 One of a Kind Investment, LLC, reflecting Mr. Cohen’s 20% interest in such entity. Does not include, and Mr. Cohen disclaims any beneficial ownership of, an additional 200,000 shares owned by F1 One of a Kind Investment, LLC.

(2) Includes all shares owned by MNSCO, LLC, a Delaware entity. Cohen disclaims beneficial ownership of all but 2,495,000 shares held by MNSCO, which amount is based on Mr. Cohen’s 49.9% ownership of MNSCO, LLC (See below). Mr. Cohen’s interest in MNSCO is pledged to Bronfman to secure a loan in the amount of $1,250,000. Does not include 500,000 shares owned by BA III, LLC, an entity owned and controlled by Mr. Bronfman in which Mr. Cohen has no beneficial or voting interest.

CUSIP No. 13764 A 106 13D Page 3 of 7

1.

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MNSCO, LLC (3)

IRS#: 83-4470470

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) [X]

(b) [  ]

3.

SEC USE ONLY

4.

SOURCE OF FUNDS (see instructions)

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[  ]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

5,000,000(4)

8.

SHARED VOTING POWER

-0-

9.

SOLE DISPOSITIVE POWER

5,000,000(4)

10.

SHARED DISPOSITIVE POWER

-0-

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,000,000 (4)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

[  ]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.3%

14.

TYPE OF REPORTING PERSON (see instructions)

OO

(3) MNSCO is a limited liability company beneficially owned as to 50.1% by Matthew Bronfman (through BA LLC, an entity wholly owned by him) and 49.9% by Shai Cohen, both of whom are reporting persons herein. The mailing address of MNSCO is 130 Namir Road, Apartment 22, Tel Aviv Israel. MNSCO acquired the 5,000,000 shares on April 15, 2019.

(4) Includes all 5,000,000 shares owned by MNSCO, LLC (See, above). Mr. Cohen’s interest in MNSCO is pledged to Bronfman to secure a loan in the amount of $1,250,000. Cohen is the sole Manager of MNSCO and has voting and dispositive power of shares held by MNSCO. MNSCO disclaims any ownership of shares owned by Bronfman or Cohen except for those shares owned of record by MNSCO.

CUSIP No. 13764 A 106 13D Page 4 of 7

1.

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MATTHEW BRONFMAN (5)

IRS#:

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) [X]

(b) [  ]

3.

SEC USE ONLY

4.

SOURCE OF FUNDS (see instructions)

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[  ]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

500,000(6)

8.

SHARED VOTING POWER

5,000,000(7)

9.

SOLE DISPOSITIVE POWER

500,000(6)

10.

SHARED DISPOSITIVE POWER

5,000,000(7)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,500,000(6)(7)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

[X]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.34%

14.

TYPE OF REPORTING PERSON (see instructions)

IN

(5) The mailing address of Mr. Bronfman is 680 Fifth Ave. 17th Floor, New York, New York, 10019.

(6) Includes 500,000 shares owned of record by BAMNSCO LLC, which is owned by BA III, LLC, an entity 100% owned and controlled by Mr. Bronfman.

(7) Includes all 5,000,000 shares owned of record by MNSCO, LLC, a Delaware entity. Bronfman disclaims beneficial ownership of all but 2,505,000 shares held by MNSCO, which amount is based on Mr. Cohen’s 49.9% ownership of MNSCO, LLC (See below). Does not include 500,000 shares owned by Mr. Cohen through an entity owned by him, as disclosed in footnote 1 above.

CUSIP No. 13764 A 106 13D Page 5 of 7

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the shares of common stock, par value $0.0001 (the “Shares”) of CannaPowder, Inc., a Nevada corporation (the “Issuer”). As of the date of this Schedule, the Issuer has 12,403,052 shares of common stock issued and outstanding.

Item 2. Identity and Background.

(a) The names of the persons filing this Statement (each, a “Reporting Person”) are Shai M. Cohen (“Cohen”), MNSCO, LLC, (“MNSCO”), and Matthew Bronfman (“Bronfman”).
Cohen -Cohen beneficially owns 5,550,000 shares (the “Cohen Shares”), of which (i) 500,000 shares are owned of record directly by One of a Kind Kamami LLC, an entity wholly owned and controlled by Cohen, (ii) 50,000 shares are owned by F1 One of a Kind Investment, LLC, and (iii) 5,000,000 are owned of record by MNSCO. Mr. Cohen disclaims ownership of all but 2,495,000 shares held by MNSCO. Mr. Cohen expressly disclaims ownership of any shares owned directly or beneficially by Mr. Bronfman or entities under his control (other than MNSCO, as indicated below). Mr. Cohen expressly disclaims ownership or voting or dispositive control of an additional 200,000 shares owned by F1 One of a Kind Investment, LLC.
MNSCO - holds of record 5,000,000 Shares. MNSCO is a limited liability company beneficially owned as to 50.1% by Matthew Bronfman (through BA LLC, an entity wholly owned by him) and 49.9% by Shai Cohen, both of whom are reporting persons herein. Cohen has full voting and dispositive control over all shares owned by MNSCO. Cohen has full voting and dispositive control by all shares owned by his own entity, Kind Kamani LLC.
Bronfman -Bronfman owns 5,500,000 shares (the “Bronfman Shares”), of which 500,000 shares are owned of record by BAMNSCO, LLC which is owned by BA III, LLC, an entity wholly owned and controlled by Bronfman, and 5,000,000 are owned of record by MNSCO. Mr. Bronfman disclaims ownership of all but 2,505,000 shares held by MNSCO. Mr. Bronfman disclaims ownership of any shares owned directly or beneficially by Mr. Cohen or entities under his control (other than MNSCO, as indicated below).
(b) The business address of Cohen and of MNSCO is Ben Guriun St #1, B.S.R tower 2, Bnei Break, Israel 5120149
The Principal business address of Bronfman is c/o 680 Fifth Ave. 17th Floor, New York, New York, 10019.
(c)

Mr. Cohen is the CEO and Chairman of CannaPowder, Inc., and is an investor in various private entities. The principal business of MNSCO is acting as an investment holding entity to hold securities and investments of its owners only, and specifically, shares of the Issuer. Mr. Bronfman is a private equity investor who invests directly and indirectly in real estate, private equity and hedge funds.

(d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, have been a party to a civil proceeding of a judicial or administrative

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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