U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



__________________



FORM 10-K/A

__________________



(Mark one)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018                              
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                               
|o | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________________ to________________________.



Commission File Number: 000-27055



CANNAPHARMARX, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                        |            | 27-4635140                                          
|--------------------------------------------------------------- | ---------- | ----------------------------------------------------
|(State or other jurisdiction of incorporation or organization)  |            | (IRS Employer Identification No.)                   
|                                                                |            |                                                     
|Suite 206
        1180 Sunset Drive
        Kelowna, BC, Canada | Z1Y 9W6    | 949-652-6838                                        
|(Address of principal executive office)                         | (Zip Code) | (Registrant’s telephone number, Including area code)



Securities registered pursuant to Section
12(b) of the Act: None.



Securities registered pursuant to Section
12(g) of the Act:  Common Stock.



|Title of each class             |  | Name of each exchange on which registered
|------------------------------- |  | -----------------------------------------
|Common Stock, $0.0001 par value |  | OTC Pink Sheets                          



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYesxNo



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYesxNo



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.xYesoNo



Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).xYesoNo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.oYesxNo



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)



|Large accelerated filero | Accelerated filero        
|------------------------ | --------------------------
|Non-accelerated filero   | Smaller Reporting Companyx
|                         | Emerging growth companyx  



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.o



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). oYesxNo



State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter on June 30, 2018 was $17,422,378.



As of March 29, 2019, the Registrant
had 26,791,371 shares of Common Stock issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Company’s Proxy Statement
for the Annual Meeting of Shareholders to be held on or about June 21, 2019, or such other date as may be selected in the future,
are incorporated by reference in certain sections of PART III.





















EXPLANATORY NOTE



CannapharmaRx, Inc. (the “Company”)
is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”) to again amend its Annual Report on Form 10-K for
the year ended December 31, 2018 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission
on April 3, 2019 (the “Original Filing Date”). The first Amendment to the Form 10-K was filed on August 14, 2019 (the
“First Amendment Filing Date”).



The Company is filing this Amendment
solely to check the box on the cover page of the Form 10-K to indicate that the Company is not a shell company, as defined in
Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Specifically, the Company filed the required disclosure as part
of its Amended Form 8-K with the SEC on February 14, 2019.



Except for the foregoing, no other
changes have been made to the Form 10-K or the first amended Form 10-K. This Amendment speaks as of the Original Filing Date and
does not reflect events that may have occurred subsequent to the Original Filing Date or the First Amended Filing Date, and does
not modify or update in any way the disclosures made in the Form 10-K.

















































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SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Annual Report to be signed on
its behalf by the undersigned thereunder duly authorized.



|                            | CANNAPHARMARX, INC. |                                                                 
|--------------------------- | ------------------- | ----------------------------------------------------------------
|                            |                     |                                                                 
|Dated:
    December 3, 2019 | By:                 | s/ Dominic Colvin                                               
|                            |                     | Dominic Colvin,
        Principal Executive Officer             
|                            |                     |                                                                 
|                            |                     |                                                                 
|                            | By:                 | s/ John Cassels                                                 
|                            |                     | John Cassels,
        Principal Financial and Accounting Officer
|                            |                     |                                                                 



In accordance with the Exchange Act, this
amended Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated
on  December 3, 2019.



s/ Dominic Colvin

Dominic Colvin, Director



s/ Matt Nicosia

Matt Nicosia, Director



s/ James Samuelson

James Samuelson, Director



s/ Marc R. Branson

Marc R. Branson, Director



s/ Richard D. Orman

Richard D. Orman









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